Nova Ltd. — Interim / Quarterly Report 2011

Nov 1, 2011

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Company Contact:

Dror David, Chief Financial Officer Nova Measuring Instruments Ltd. Tel: 972-8-938-7505 E-mail: info@nova.co.il http://www.nova.co.il

Investor relations Contacts:

Ehud Helft / Kenny Green CCG Investor Relations Tel: +1-646-201-9246 E-mail: info@ccgisrael.com

Company Press Release

NOVA ANNOUNCES 2011 THIRD QUARTER RESULTS

Rehovot, Israel – November 1, 2011 - Nova Measuring Instruments Ltd. (Nasdaq: NVMI) , provider of leading edge stand alone metrology and the market leader of integrated metrology solutions to the semiconductor process control market, today reported its 2011 third quarter results.

Highlights for the Third Quarter of 2011

• Quarterly revenues of $25.8 million, up 7% year over year

• Gross margin of 55%

• Net margin of 23%

• Quarterly net income of $5.9 million, or $0.22 per diluted share

• Positive cash flow from operating activities of $5.9 million

• Total cash reserves reached a record level of $83.7 million

Management Comments

“During the third quarter we continued to demonstrate solid financial performance with significant net income and positive cash flow, and the stage is now set for our full year results to show record revenue levels of around $100 million,” said Gabi Seligsohn, President and CEO of Nova. “This achievement, combined with excellent profitability and positive cash flow, is a direct result of our technology leadership and market share gains built over the last several years.”

“The pace of business during the second half of 2011 is slow and the macro-economic concerns are weighing on our customers’ spending. Short term visibility at this time is also very limited. Under these circumstances, the transition to next generation design rules of below 30nm has been slower than originally expected in foundry and memory segments, and several projects have been delayed.

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However, in light of end-user market demand and ongoing announcements of new mobile devices, the transition cannot be held off much longer, and our leading customers are already preparing limited capacity to deal with these requirements.”

“Through continued close collaboration with our customers and the introduction of new products and capabilities, we have already been supplying tools to several of these next generation manufacturing and development processes, securing our ability to participate in their ramp up when the general economic status improves. We plan to continue and cultivate these collaborations as they are the key to securing our long term growth plans”.

2011 Fourth Quarter Guidance

For the fourth quarter of 2011, management expects revenues of $16-$19 million, with net profitability of 1%-8%.

In terms of the company’s 2011 annual results, this guidance implies record annual revenues of $100M-$103M and record annual net income of $23M-$25M.

2011 Third Quarter Results

Total revenues for the third quarter of 2011 were $25.8 million, an increase of 7% relative to the third quarter of 2010, and a decrease of 13% relative to the second quarter of 2011.

Gross margin for the third quarter of 2011 was 55%, compared with 56% in the third quarter of 2010 and 58% in the second quarter of 2011.

Operating expenses in the third quarter of 2011 were $8.4 million, compared with $6.4 million in the third quarter of 2010 and $8.2 million in the second quarter of 2011.

The company reported net income of $5.9 million, or $0.22 per diluted share, in the third quarter of 2011. This compares to a net income of $7.3 million, or $0.27 per diluted share, in the third quarter of 2010, and a net income of $9.2 million, or $0.34 per diluted share, in the second quarter of 2011.

The company generated $5.9 million in cash from operating activities during the third quarter of 2011. Total cash reserves at the end of the third quarter of 2011 were $83.7 million.

The Company will host a conference call today, November 1, 2011, at 9:00am ET. To participate, please dial in the US: 1 866 564 0425; or internationally: +972-3-721 7906 / +1 646 254 3374. A recording of the call will be available on Nova’s website, within 24 hours following the end of the call. In addition, a presentation to accompany the conference call will be available together with a live webcast of the conference call. This will be accessible from a link on Nova’s website at www.nova.co.il.

About Nova

Nova Measuring Instruments Ltd. develops, produces and markets advanced integrated and stand alone metrology solutions for the semiconductor manufacturing industry. Nova is traded on the NASDAQ & TASE under the symbol NVMI. The Company's website is www.nova.co.il.

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding trends, demand for our products, expected deliveries, transaction, expected revenues, operating results, earnings and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward looking statements. These risks and other factors include but are not limited to: our dependency on two product lines; the highly cyclical nature of the markets we target; our inability to reduce spending during a slowdown in the semiconductor industry; our ability to respond effectively on a timely basis to rapid technological changes; our dependency on OEM suppliers; our ability to retain our competitive position despite the ongoing consolidation in our industry; risks associated with our dependence on a single manufacturing facility; our ability to expand our manufacturing capacity or marketing efforts to support our future growth; our dependency on a small number of large customers and small number of suppliers; our dependency on our key employees; risks related to changes in our order backlog; risks related to the financial, political and environmental instabilities in Asia; risks related to our intellectual property; changes in customer demands for our products; new product offerings from our competitors; changes in or an inability to execute our business strategy; unanticipated manufacturing or supply problems; changes in tax requirements; changes in customer demand for our products; risks related to currency fluctuations; and risks related to our operations in Israel. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31,2010 filed with the Securities and Exchange Commission on March 30, 2011. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Measuring Instruments Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

(Tables to Follow)

NOVA MEASURING INSTRUMENTS LTD. CONSOLIDATED BALANCE SHEET

(U.S. dollars in thousands)

CURRENT ASSETSCash and cash equivalentsShort-term interest-bearing bank depositsHeld to maturity securitiesTrade accounts receivableInventoriesOther current assetsLONG-TERM ASSETSLong-term interest-bearing bank depositsOther Long-term assetsSeverance pay fundsFIXED ASSETS, NETTotal assetsCURRENT LIABILITIESTrade accounts payableDeferred incomeOther current liabilitiesLONG-TERM LIABILITIESLiability for employee severance payDeferred incomeOther long-term liabilitySHAREHOLDERS' EQUITYTotal liabilities and shareholders' equity	As ofSeptember 30,As ofDecember 31,201120107,68225,39474,29135,5621,100--12,12113,16211,37010,8491,2371,736107,80186,7036316313111632,9702,7863,9123,5805,0993,094116,81293,3777,9859,9562,2473,3977,4517,90817,68321,2613,9963,709823-14234,8333,73294,29668,384116,81293,377	As ofSeptember 30,As ofDecember 31,201120107,68225,39474,29135,5621,100--12,12113,16211,37010,8491,2371,736107,80186,7036316313111632,9702,7863,9123,5805,0993,094116,81293,3777,9859,9562,2473,3977,4517,90817,68321,2613,9963,709823-14234,8333,73294,29668,384116,81293,377
		201025,39435,562--13,16210,8491,73686,7036311632,7863,5803,09493,3779,9563,3977,90821,2613,709-233,73268,38493,377

NOVA MEASURING INSTRUMENTS LTD. QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS

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

REVENUESProduct salesServicesCOST OF REVENUESProductsServicesGROSS PROFITOPERATING EXPENSESResearch & Development expenses, netSales & Marketing expensesGeneral & Administration expensesOPERATING PROFITINTEREST INCOME, NETNET INCOME FOR THE PERIODNet income per share:BasicDilutedShares used for calculation of net incomeper share:BasicDiluted	ThreeSeptember 30,201121,3824,43825,8208,9212,78211,70314,1174,6272,9338098,3695,7481895,9370.230.2226,33427,079	Three	Three	months endedJune 30,2011September 30,201024,98920,3504,6583,86029,64724,2109,6988,1822,8332,54212,53110,72417,11613,4864,5162,7832,7782,8109457958,2396,3888,8777,0982861769,1637,2740.350.290.340.2726,25025,00827,17626,478	months endedJune 30,2011September 30,201024,98920,3504,6583,86029,64724,2109,6988,1822,8332,54212,53110,72417,11613,4864,5162,7832,7782,8109457958,2396,3888,8777,0982861769,1637,2740.350.290.340.2726,25025,00827,17626,478	months endedJune 30,2011September 30,201024,98920,3504,6583,86029,64724,2109,6988,1822,8332,54212,53110,72417,11613,4864,5162,7832,7782,8109457958,2396,3888,8777,0982861769,1637,2740.350.290.340.2726,25025,00827,17626,478	months endedJune 30,2011September 30,201024,98920,3504,6583,86029,64724,2109,6988,1822,8332,54212,53110,72417,11613,4864,5162,7832,7782,8109457958,2396,3888,8777,0982861769,1637,2740.350.290.340.2726,25025,00827,17626,478
				June 30,201124,9894,65829,6479,6982,83312,53117,1164,5162,7789458,2398,8772869,1630.350.3426,25027,176
							201020,3503,86024,2108,1822,54210,72413,4862,7832,8107956,3887,0981767,2740.290.2725,00826,478

NOVA MEASURING INSTRUMENTS LTD. YEAR TO DATE CONSOLIDATED STATEMENTS OF OPERATIONS

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

REVENUESProduct salesServicesCOST OF REVENUESProduct salesServicesGROSS PROFITOPERATING EXPENSESResearch & Development expenses, netSales & Marketing expensesGeneral & Administration expensesOPERATING PROFITINTEREST INCOME, NETNET INCOME FOR THE PERIODNet income per share:BasicDilutedShares used for calculation of net income per share:BasicDiluted	Nine-months endedSeptember 30, 2011September 30, 201070,28949,14013,34710,49183,63659,63127,81720,2148,3507,38336,16727,59747,46932,03414,1108,1658,4227,2482,4832,12525,01517,53822,45414,49669418623,14814,6820.880.610.860.5726,18224,18227,01025,540	Nine-months endedSeptember 30, 2011September 30, 201070,28949,14013,34710,49183,63659,63127,81720,2148,3507,38336,16727,59747,46932,03414,1108,1658,4227,2482,4832,12525,01517,53822,45414,49669418623,14814,6820.880.610.860.5726,18224,18227,01025,540	Nine-months endedSeptember 30, 2011September 30, 201070,28949,14013,34710,49183,63659,63127,81720,2148,3507,38336,16727,59747,46932,03414,1108,1658,4227,2482,4832,12525,01517,53822,45414,49669418623,14814,6820.880.610.860.5726,18224,18227,01025,540
			49,14010,49159,63120,2147,38327,59732,0348,1657,2482,12517,53814,49618614,6820.610.5724,18225,540

NOVA MEASURING INSTRUMENTS LTD. QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

CASH FLOW – OPERATING ACTIVITIESNet income for the periodAdjustments to reconcile net income to net cashprovided by operating activities:Depreciation and amortizationAmortization of deferred stock-based compensationIncrease (decrease) in liability for employeetermination benefits, netDecrease (increase) in trade accounts receivablesDecrease (increase) in inventoriesDecrease (increase) in other short and long termassetsIncrease (decrease) in trade accounts payablesand other long term liabilitiesIncrease (decrease) in other current liabilitiesIncrease (decrease) in short and long termdeferred incomeNet cash provided by operating activitiesCASH FLOW – INVESTMENT ACTIVITIESIncrease in short-term interest-bearing bank depositsIncrease (decrease) in short term held to maturitysecuritiesAdditions to fixed assetsNet cash used in investment activitiesCASH FLOW – FINANCING ACTIVITIESShares issued under employee share-based plansNet cash provided by financing activitiesIncrease (decrease) in cash and cash equivalentsCash and cash equivalents – beginning of periodCash and cash equivalents – end of period	ThreeSeptember 30,20115,937420421(94)7,5541,499726(3,967)(642)(5,966)5,888(9,000)86(460)(9,374)104104(3,382)11,0647,682	Three	months endedJune 30,20119,163377272203(4,835)(2,240)(33)(667)(502)5,2667,004(9,426)(1,186)(539)(11,151)225225(3,922)14,98611,064	September 30,	September 30,
					20107,274354215(10)(1,670)(2,065)(776)2,0951,7387467,901(3,934)--(453)(4,387)6256254,1396,83810,977

NOVA MEASURING INSTRUMENTS LTD. YEAR TO DATE CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

CASH FLOW – OPERATING ACTIVITIESNet income for the periodAdjustments to reconcile net income to net cashprovided by operating activities:Depreciation and amortizationAmortization of deferred stock-based compensationIncrease in liability for employee termination benefits, netDecrease (increase) in trade accounts receivablesIncrease in inventoriesIncrease in other short and long term assetsIncrease (decrease) in trade accounts payables and other longterm liabilitiesIncrease (decrease) in current liabilitiesIncrease (decrease) in short and long term deferred incomeNet cash provided by operating activitiesCASH FLOW – INVESTMENT ACTIVITIESIncrease in short-term interest-bearing bank depositsInvestment in short term held to maturity securitiesInvestment in long-term depositsAdditions to fixed assetsNet cash used in investment activitiesCASH FLOW – FINANCING ACTIVITIESShares issued under employee share-based plans andexercise of warrantsShares issued in public offeringNet cash provided by financing activitiesIncrease (decrease) in cash and cash equivalentsCash and cash equivalents – beginning of periodCash and cash equivalents – end of period

Nine months endedSeptember 30,2011September 30,201023,14814,6821,1591,0019594531031431,041(978)(2,010)(6,187)(390)(1,423)(1,971)4,929(466)1,762(327)4,76321,24619,145(38,729)(34,621)(1,100)----(9)(1,675)(1,165)(41,504)(35,795)2,546798--16,9682,54617,766(17,712)1,11625,3949,8617,68210,977