6-K










Exhibit 10.1  









		News 
	







RiT TECHNOLOGIES
REPORTS Q4 AND FULL YEAR 2005 RESULTS  

– 2005:
Revenues Up 51% to $27.9M, 4 Profitable Quarters  



Tel Aviv, Israel – February
2, 2006 – RiT Technologies (NASDAQ: RITT), the pioneer and world-leading provider
of intelligent physical layer solutions, today announced financial results for the fourth
quarter and full year ended December 31, 2005. 



Revenues for the fourth quarter of
2005 were $7,071,000, an increase of 25% compared with $5,651,000 for the fourth quarter
of 2004. Net income for the quarter was $225,000, or $0.02 per basic share ($0.01 per
diluted share), the Company’s 4th consecutive profitable quarter, compared
with a net loss of ($193,000), or ($0.01) per share (basic and diluted) for the fourth
quarter of 2004. 



Revenues for the full year 2005 were
$27,852,000, an increase of 51% compared with $18,427,000 for 2004. Net income for the
period was $1,403,000, or $0.10 per basic share ($0.09 per diluted share), compared with a
net loss of ($2,975,000), or ($0.27) per share (basic and diluted), for 2004. 



Commenting on the results, Mr. Doron
Zinger, RiT’s President and CEO, said, “2005 was a strong year for RiT with 51%
revenue growth, gross margin above 53% and four consecutive profitable quarters. These
results were well above our projections, due partially to the receipt of several large
Carrier sales. Our focus during the year has been to strengthen our ability to generate a
steadily growing flow of orders, and to use that as a foundation for healthy, consistent
and profitable growth. 



“Towards this end, we made
significant progress during 2005. We instituted various activities during the year which
have strengthened our relationships with major customers and OEM partners and enhanced
our internal sales capabilities. On The Enterprise side, our current focus is to begin
addressing emerging opportunities in India and China, and to take full advantage of the
explosive growth of worldwide datacenter building activity. On the Carrier side, we have
expanded the number of ‘live’ opportunities in the sales pipeline and have
begun accelerating the rate at which they turn into sales. To fuel our long-term growth,
we continue aggressive development of all our product lines, and expect to launch a
next-generation Carrier product later in the year.” 



     Mr. Zinger concluded, “Looking ahead, given the ‘spikes’ of our
          Carrier business, it remains difficult to forecast our future revenues. We are
          nevertheless budgeting for a profitable 2006 for both sides of the business with
          gross margin above 50%.” 



The Company will host a conference
call to discuss these results today, Thursday February 2nd, at 10:00 A.M.
Eastern Time/ 17:00 Israel time. To participate, please call +1-866–229-7198 from the
US (toll free), or +972-3-918-0600 International. A replay of the call will be available
beginning at 12 noon ET on the day of the call for 14 days by calling +1-866-276-1002 from
the US (toll free), or +972-3-925-5940 from the rest of the world. 



The call will also be available
through a simultaneous webcast. To participate in the webcast of the call, please log-in
about 5-10 minutes prior to the start of the call as follows: 



Live Windows Media: 

      http://phx.corporate-ir.net/playerlink.zhtml?c=119790&s=wm&e=1204420 














Live RealPlayer: 

      http://phx.corporate-ir.net/playerlink.zhtml?c=119790&s=real&e=1204420 



The call will also be archived for
replay for 14 days at the same url address. 



Note: Participants in the webcast may
submit questions to be addressed in the conference call in advance by email to:
simonag@rit.co.il 




About RiT Technologies
RiT is a leading provider of physical
network infrastructure control and management solutions. Deployed in the networks of many
of the world’s largest carriers and enterprises, its pioneering, fast-ROI products
have proven their ability to simplify service deployment and provisioning, enhance
troubleshooting accuracy, reduce infrastructure maintenance costs, enhance physical layer
security and enable cost-effective service qualification and verification.  



RiT is a member of the RAD group,
a world leader in communications solutions. For more information, please visit our
website: www.rittech.com 



In this press release, all
statements that are not purely about historical facts, including, but not limited to,
those in which we use the words “believe,” “anticipate,”
“expect,” “plan,” “intend,” “estimate”,
“forecast”, “target” and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995.
While these forward-looking statements represent our current judgment of what may happen
in the future, actual results may differ materially from the results expressed or implied
by these statements due to numerous important factors, including, but not limited to,
those described under the heading “Risk Factors” in our most recent Annual
Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, which may be
revised or supplemented in subsequent reports filed with the SEC. These factors include,
but are not limited to, the following: our ability to raise additional financing, if
required; the continued development of market trends in directions that benefit our sales;
our ability to maintain and grow our revenues; our dependence upon independent
distributors, representatives and strategic partners; our ability to develop new products
and enhance our existing products; the availability of third-party components used in our
products; the economic condition of our customers; the impact of government regulation;
and the economic and political situation in Israel. We are under no obligation, and
expressly disclaim any obligation, to update the forward-looking statements in this press
release, whether as a result of new information, future events or otherwise. 



		
		
		
		
		
	COMPANY	Simona Green
	CONTACT:	VP Finance
	 	+972-3-766-4249
	 	simonag@rit.co.il





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RiT TECHNOLOGIES LTD.  

CONSOLIDATED STATEMENTS OF OPERATIONS (U.S GAAP)  

(U.S dollars in thousands, except per share data)  















		For the three
months ended
December 31,
	For the twelve
months ended
December 31,

		(Unaudited)	(Audited)
	 				
		2005

U.S. $
	2004

U.S. $
	2005

U.S. $
	2004

U.S. $

	 				
					
	Sales	 	 	 	7,071	 	 	5,651	 	 	27,852	 	 	18,427	 
	Cost of sales	 	 	 	3,423	 	 	2,677	 	 	12,923	 	 	10,066	 
		
		
		
		
	
	Gross profit	 	 	 	3,648	 	 	2,974	 	 	14,929	 	 	8,361	 
		
		
		
		
	
	 	 	 
	Operating expenses:	 	 
	 	 	 
	Research and development, gross	 	 	 	1,018	 	 	1,012	 	 	4,212	 	 	3,767	 
	Less - royalty-bearing participation	 	 	 	-	 	 	-	 	 	119	 	 	286	 
		
		
		
		
	
	Research and development, net	 	 	 	1,018	 	 	1,012	 	 	4,093	 	 	3,481	 
	 	 	 
	Sales and marketing	 	 	 	2,022	 	 	1,623	 	 	7,624	 	 	6,165	 
	General and administrative	 	 	 	430	 	 	551	 	 	2,007	 	 	1,719	 
		
		
		
		
	
	Total operating expenses	 	 	 	3,470	 	 	3,186	 	 	13,724	 	 	11,365	 
		
		
		
		
	
	 	 	 
	Operating income (loss)	 	 	 	178	 	 	(212	)	 	1,205	 	 	(3,004	)
	Financial income, net	 	 	 	47	 	 	19	 	 	198	 	 	29	 
		
		
		
		
	
	 	 	 
	Net income (loss)	 	 	 	225	 	 	(193	)	 	1,403	 	 	(2,975	)
		
		
		
		
	
	 	 	 
	Basic net income (loss) per ordinary share	 	 	 	0.02	 	 	(0.01	)	 	0.10	 	 	(0.27	)
		
		
		
		
	
	Diluted net income (loss) per ordinary share	 	 	 	0.01	 	 	(0.01	)	 	0.09	 	 	(0.27	)
		
		
		
		
	
	Weighted average number of ordinary shares	 	 
	  used to compute basic net income (loss)	 	 
	  per ordinary share	 	 	 	14,374,659	 	 	13,980,484	 	 	14,288,900	 	 	11,174,865	 
		
		
		
		
	
	Weighted average number of ordinary shares	 	 
	  used to compute diluted net income (loss)	 	 
	  per ordinary share	 	 	 	15,395,506	 	 	13,980,484	 	 	15,459,384	 	 	11,174,865	 
		
		
		
		
	







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RiT TECHNOLOGIES LTD.  

CONSOLIDATED BALANCE SHEETS (U.S GAAP)  

(U.S dollars in thousands)  







		December 31, 2005
	December 31, 2004

		(Audited)	(Audited)
	 		
			
			
	Assets 	 	 	 		 	 		 
	Current Assets 	 	 
	Cash and cash equivalents	 	 	 	7,222	 	 	7,773	 
	Marketable securities	 	 	 	506	 	 	531	 
	Trade receivables, net	 	 	 	4,725	 	 	4,376	 
	Other current assets	 	 	 	741	 	 	1,016	 
	Inventories	 	 	 	5,101	 	 	6,548	 
		
		
	
	Total Current Assets	 	 	 	18,295	 	 	20,244	 
		
		
	
	 	 	 
	Assets held for severance benefits 	 	 	 	1,751	 	 	1,578	 
		
		
	
	 	 	 
	Property and Equipment 	 	 
	Cost	 	 	 	2,544	 	 	3,458	 
	Less - accumulated depreciation	 	 	 	1,875	 	 	3,048	 
		
		
	
	 	 	 	 	669	 	 	410	 
		
		
	
	Total Assets	 	 	 	20,715	 	 	22,232	 
		
		
	
	 	 	 
	Liabilities and Shareholders' Equity 	 	 
	Current Liabilities 	 	 
	Short-term bank credits	 	 	 	-	 	 	2,467	 
	Trade payables	 	 	 	3,270	 	 	4,871	 
	Other payables and accrued expenses	 	 	 	2,680	 	 	2,425	 
		
		
	
	Total Current Liabilities	 	 	 	5,950	 	 	9,763	 
		
		
	
	 	 	 
	Long-term Liability 	 	 
	Liability in respect of employees' severance benefits	 	 	 	2,253	 	 	2,069	 
		
		
	
	Total Liabilities	 	 	 	8,203	 	 	11,832	 
		
		
	
	 	 	 
	Shareholders' Equity 	 	 
	Share capital	 	 	 	383	 	 	374	 
	Treasury Stock	 	 	 	(27	)	 	(27	)
	Additional paid-in capital	 	 	 	31,335	 	 	30,610	 
	Accumulated other comprehensive loss	 	 	 	(39	)	 	(14	)
	Accumulated deficit	 	 	 	(19,140	)	 	(20,543	)
		
		
	
	Total Shareholders' Equity	 	 	 	12,512	 	 	10,400	 
		
		
	
	Total Liabilities and Shareholders' Equity	 	 	 	20,715	 	 	22,232	 
		
		
	





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