exhibit_99-2.htm

Exhibit 99.2

NOVA MEASURING INSTRUMENTS LTD.

CONSOLIDATED BALANCE SHEET

(U.S. dollars in thousands)

	As of March 31,		As of December 31,
	2010		2009

CURRENT ASSETS
Cash and cash equivalents		11,524		9,861
Short-term interest-bearing bank deposits		28,593		8,607
Trade accounts receivable		10,920		11,545
Inventories		6,142		3,949
Other current assets		1,976		1,728
		59,155		35,690
LONG-TERM ASSETS
Long-term interest-bearing bank deposits		570		561
Other long-term assets		137		142
Severance pay funds		2,389		2,368
		3,096		3,071

FIXED ASSETS, NET		2,318		2,163

Total assets		64,569		40,924

CURRENT LIABILITIES
Trade accounts payable		6,260		3,715
Deferred income		3,916		1,671
Other current liabilities		4,055		5,237
		14,231		10,623

LONG-TERM LIABILITIES
Liability for employee severance pay		3,252		3,168
Deferred income		186		183
Other long-term liability		32		35
		3,470		3,386

SHAREHOLDERS' EQUITY		46,868		26,915

Total liabilities and shareholders' equity		64,569		40,924

NOVA MEASURING INSTRUMENTS LTD.

QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended
	March 31,			December 31,		March 31,
	2010			2009		2009

REVENUES
Product sales		12,901			12,646		3,645
Services		3,080			2,594		2,075
		15,981			15,240		5,720

COST OF REVENUES
Products		5,478			5,399		1,582
Services		2,389			2,445		2,274
		7,867			7,844		3,856

GROSS PROFIT		8,114			7,396		1,864

OPERATING EXPENSES
Research & Development expenses, net		2,554			2,049		1,783
Sales & Marketing expenses		2,196			2,025		1,173
General & Administration expenses		651			659		503
		5,401			4,733		3,459

OPERATING PROFIT (LOSS)		2,713			2,663		(1,595	)

Interest income (expenses), net		(14	)		31		(64	)

NET INCOME (LOSS) FOR THE PERIOD		2,699			2,694		(1,659	)

Net income (loss) per share:
Basic		0.12			0.14		(0.09	)
Diluted		0.11			0.13

Shares used for calculation of net income (loss) per share:
Basic		22,666			19,717		19,378
Diluted		24,236			21,173

NOVA MEASURING INSTRUMENTS LTD.

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Three months ended
	March 31,			December 31,			March 31,
	2010			2009			2009
CASH FLOW – OPERATING ACTIVITIES

Net income (loss) for the period		2,699			2,694			(1,659	)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization		324			347			320
Amortization of deferred stock-based compensation		116			118			106
Increase (decrease) in liability for employee termination benefits, net		48			(187	)		(114	)
Decrease (increase) in trade accounts receivables		625			(5,943	)		244
Decrease (increase) in inventories		(2,267	)		749			520
Decrease (increase) in other short and long term assets		(260	)		(555	)		697
Increase (decrease) in trade accounts payables		2,545			2,198			(1,200	)
Increase (decrease) in other current and long-term liabilities		(1,105	)		1,769			(1,637	)
Increase (decrease) in short and long term deferred income		2,248			913			(894	)
Net cash from (used in) operating activities		4,973			2,103			(3,617	)

CASH FLOW – INVESTMENT ACTIVITIES

Decrease (increase) in short-term interest-bearing bank deposits		(19,986	)		(8,560	)		50
Increase in short-term investments		--			--			(4,595	)
Investment in long-term interest-bearing bank deposits		(9	)		(36	)		(120	)
Additions to fixed assets		(405	)		(303	)		(4	)
Net cash used in investment activities		(20,400	)		(8,899	)		(4,669	)

CASH FLOW – FINANCING ACTIVITIES

Shares issued under employee share-based plans and exercise of warrants		122			1,111			--
Shares issued in a public offering		16,968			--			--
Net cash from financing activities		17,090			1,111			--

Increase (decrease) in cash and cash equivalents		1,663			(5,685	)		(8,286	)
Cash and cash equivalents – beginning of period		9,861			15,546			19,325
Cash and cash equivalents – end of period		11,524			9,861			11,039