6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K
Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

For the month of August 2014

Commission File Number: 001-13138

Pointer Telocation Ltd.
(Translation of registrant's name into English)

14 Hamelacha Street, Rosh Ha'ayin, Israel 48091
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o                No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

Pointer Telocation Ltd.

On August 14, 2014, Pointer Telocation Ltd. issued a press release announcing its Q2 2014 financial results. 

A copy of this press release is annexed hereto as Exhibit 1 and is incorporated herein by reference. 

The US GAAP information set forth in the Interim Consolidated Balance Sheets, Interim Consolidated Statements of Operations and Interim Consolidated Statements of Cash Flows in the financial tables on Pages 5 - 11 of Exhibit 1 is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.

Exhibit

Exhibit 1 Press release dated August 14, 2014, announcing Pointer Telocation’s Q2 2014 financial results.      

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, thereunto duly authorized.

	POINTER TELOCATION LTD.
Date: August 14, 2014	By:	/s/ Yossi Ben Shalom
		Yossi Ben Shalom Chairman of the Board of Directors

EX-99.1

Exhibit 1

Pointer Telocation Reports Q2 2014 Financial Results

Highlights

· First half 2014 revenues of $52.9 million, up 17% year-over-year;

· Second quarter revenues of $25.9 million, up 11% year-over-year;

· Second quarter gross profit of $8.6 million, up 12% year-over-year;

· Second quarter adjusted EBITDA of $3.0 million, up 11% year-over-year;

Rosh HaAyin, Israel August 14^th, 2013 Pointer Telocation Ltd. (Nasdaq CM: PNTR) - a leading developer, manufacturer and operator of Mobile Resource Management (MRM) and roadside assistance services for the automotive industry, announced today its financial results for the second quarter and first half of 2014.

Financial Highlights

Revenues: Pointer's revenues for the second quarter of 2014 increased 11% to $25.9 million as compared to $23.2 million in the second quarter of 2013.

International activities for each of the second quarter and for the first half of 2014 accounted for 31% of total revenues, compared to 26% in the same periods in 2013.

Revenues from services in the second quarter of 2014 increased 20% to $17.8 million (69% of revenues) compared to $14.8 million (64% of revenues), in the comparable period of 2013.

For the first half of 2014 revenues from services increased 21% to $35.7 million (67% of revenues) compared to $29.6 million (65% of revenues), in the comparable period of 2014.

Gross Profit: In the second quarter of 2014, gross profit was $8.6 million (33.2% of revenues) compared to $7.6 million (32.9% of revenues) in the second quarter of 2013.

Operating Income: Operating income in the second quarter of 2014 was $1.7 million, approximately the same as in the second quarter of 2013.

Net Income: Pointer recorded net income of $1.0 million, or $0.15 per share, in the second quarter of 2014 compared to $1.3 million, or $0.17 per share, in the second quarter of 2013.

Non-GAAP net income: Pointer recorded Non-GAAP net income of $1.7 million in the second quarter of 2014, approximately the same as in the second quarter of 2013.

Adjusted EBITDA: Pointer’s adjusted EBITDA for the second quarter of 2014 was $3.0 million, an increase of 11% compared to $2.7 million in the second quarter of 2013.

Management Comment

David Mahlab, Pointer's Chief Executive Officer, commented on the results: “Our second quarter results demonstrate continued year over year growth in revenue and EBITDA. It also demonstrates a further shift towards service revenues as a larger part of our overall revenue mix. This is very much in-line with our long-term strategic plan to focus on growing the service segment, which provides a recurring revenue stream on an ongoing monthly basis."

Conference Call Information:

Pointer Telocation's management will host a conference call today, at 9:30 Eastern Time, 16:30 Israel time. On the call, management will review and discuss the results. To listen to the call, please dial in to one of the following teleconferencing numbers. Please begin placing your call a few minutes before the conference call commences.

Dial in numbers are as follows:

From USA: + 1-888-407 2553

From Israel: 03-918-0610

A replay will be available a few hours following the call on the company’s website.

Reconciliation between results on a GAAP and Non-GAAP basis.

Reconciliation between results on a GAAP and Non-GAAP basis is provided in a table immediately following the Condensed Interim Consolidated Statements of Cash Flows.

Pointer uses adjusted EBITDA and Non-GAAP net income as Non-GAAP financial performance measurements.

We calculate adjusted EBITDA by adding back to net income, net loss from discontinued operations, financial expenses, taxes, depreciation, the effects of non-cash stock-based compensation expense, amortization and non-cash impairment of goodwill and intangible assets.

We calculate Non-GAAP net income by adding back to net income, net loss from discontinued operations, the effects of non-cash stock based compensation expenses, amortization of intangibles related to acquisitions and non-cash tax expenses resulting from timing differences relating to the amortization of acquisition-related intangible assets and goodwill.

The purpose of such adjustments is to give an indication of our performance exclusive of Non-GAAP charges that are considered by management to be outside of our core operating results.

Adjusted EBITDA and Non-GAAP net income are provided to investors to complement results provided in accordance with GAAP, as management believes the measure helps illustrate underlying operating trends in the Company’s business and uses the measure to establish internal budgets and goals, manage the business and evaluate performance. We believe that these Non-GAAP measures help investors to understand our current and future operating cash flow and performance, especially as our acquisitions have resulted in amortization and non-cash items that have had a material impact on our GAAP profits. Adjusted EBITDA and Non-GAAP net income should not be considered in isolation or as a substitute for comparable measures calculated and should be read in conjunction with our consolidated financial statements prepared in accordance with GAAP. These non-GAAP financial measures may differ materially from the Non-GAAP financial measures used by other companies. 

About Pointer Telocation:

Pointer Telocation is a leading developer, manufacturer and operator of Mobile Resource Management (MRM) and roadside assistance services for the automotive industry . Pointer has a growing list of customers and products installed in more than 45 countries. Cellocator, a Pointer Products Division, is a leading AVL (Automatic Vehicle Location) solutions provider for stolen vehicle retrieval, fleet management, car & driver safety, public safety, vehicle security and more. The Company's top management and the development center are located in the Afek Industrial Area of Rosh Ha'ayin, Israel. 

For more information: http://www.pointer.com

Forward Looking Statements

This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of the Company. The words "believe," "expect," "anticipate," "intend," "seems," "plan," "aim," "should" and similar expressions are intended to identify forward-looking statements. Such statements reflect the current views, assumptions and expectations of the Company with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in the markets in which the Company operates and in general economic and business conditions, loss or gain of key customers and unpredictable sales cycles, competitive pressures, market acceptance of new products, inability to meet efficiency and cost reduction objectives, changes in business strategy and various other factors, both referenced and not referenced in this press release. Various risks and uncertainties may affect the Company and its results of operations, as described in reports filed by the Company with the Securities and Exchange Commission from time to time. The Company does not assume any obligation to update these forward-looking statements.

Contact:
Zvi Fried, V.P. and Chief Financial Officer	Ehud Helft, GK Investor & Public Relations
Tel.; 972-3-572 3111	Tel: +1 646 201 9246
E-mail: zvif@pointer.com	E-mail: pointer@gkir.com

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	June 30, 2014		December 31, 2013
	Unaudited
ASSETS
Cash and cash equivalents	$	11,790	$	3,349
Restricted cash		65		81
Trade receivables		21,356		19,793
Other accounts receivable and prepaid expenses		2,563		2,033
Inventories		6,359		6,038
Total current assets		42,133		31,294
LONG-TERM ASSETS:
Long-term accounts receivable		537		546
Severance pay fund		9,517		9,349
Property and equipment, net		13,438		13,975
Other intangible assets, net		2,471		2,936
Goodwill		55,878		55,127
Total long-term assets		81,841		81,933
Total assets	$	123,974	$	113,227

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS 

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

	June 30,			December 31,
	2014			2013
	Unaudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit and current maturities of long-term loans	$	8,787		$	10,643
Trade payables		14,958			14,793
Deferred revenues and customer advances		8,396			7,753
Other accounts payable and accrued expenses		8,748			10,768
Total current liabilities		40,889			43,957
LONG-TERM LIABILITIES:
Long-term loans from banks		16,776			9,301
Long-term loans from others		1,161			1,301
Deferred taxes and other long-term liabilities		6,596			5,712
Accrued severance pay		10,620			10,317
		35,153			26,631
COMMITMENTS AND CONTINGENT LIABILITIES
EQUITY:
Pointer Telocation Ltd's shareholders' equity:
Share capital		5,705			3,878
Additional paid-in capital		140,786			120,996
Accumulated other comprehensive loss from transactions with shareholders		(11,368	)		-
Accumulated other comprehensive income		1,995			1,456
Accumulated deficit		(86,608	)		(89,220	)
Total Pointer Telocation Ltd's shareholders' equity		50,510			37,110
Non-controlling interest		(2,578	)		5,529
Total equity		47,932			42,639
Total liabilities and equity	$	123,974		$	113,227

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS 

U.S. dollars in thousands

	Six months ended   June 30,				Three months ended   June 30,				Year ended   December 31,
	2014		2013		2014		2013		2013
	Unaudited
Revenues:
Products	$	17,170	$	15,816	$	8,054	$	8,394	$	34,662
Services		35,719		29,564		17,820		14,841		63,195
Total revenues		52,889		45,380		25,874		23,235		97,857
Cost of revenues:
Products		10,342		9,198		4,946		4,817		20,763
Services		24,553		21,343		12,344		10,783		45,497
Total cost of revenues		34,895		30,541		17,290		15,600		66,260
Gross profit		17,994		14,839		8,584		7,635		31,597
Operating expenses:
Research and development		1,766		1,470		908		800		3,244
Selling and marketing		5,523		4,894		2,832		2,569		10,398
General and administrative		5,901		4,653		2,944		2,370		10,539
Other expenses		-		-		-		-		403
Amortization of intangible assets		567		510		230		129		967
Total operating expenses		13,757		11,527		6,914		5,868		25,551
Operating income		4,237		3,312		1,670		1,767		6,046
Financial expenses, net		812		598		308		260		1,077
Other income, net		6		7		9		1		3,299
Income before taxes on income		3,431		2,721		1,371		1,508		8,268
Taxes on income		1,014		467		414		303		1,337
Income after taxes on income		2,417		2,254		957		1,205		6,931
Equity in gains of affiliate		-		182		-		70		340
Income from continuing operations		2,417		2,436		957		1,275		7,271
Net income	$	2,417	$	2,436	$	957	$	1,275	$	7,271

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS 

U.S. dollars in thousands

	Six months ended  June 30,					Three months ended  June 30,					Year ended   December 31,
	2014			2013		2014			2013		2013
	Unaudited
Profit  (loss) from continuing operations attributable to:
Equity holders of the parent		2,612			1,778		1,146			971		6,320
Non-controlling interests		(195	)		658		(189	)		304		951
		2,417			2,436		957			1,275		7,271
Earnings per share attributable to Pointer Telocation Ltd's shareholders:
Basic net earnings (loss) per share	$	0.36		$	0.32	$	0.15		$	0.17	$	1.14
Diluted net earnings (loss) per share	$	0.35		$	0.32	$	0.14		$	0.17	$	1.10

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS 

U.S. dollars in thousands

	Six months ended June 30,						Three months ended   June 30,						Year ended   December 31,
	2014			2013			2014			2013			2013
	Unaudited
Cash flows from operating activities:
Net income	$	2,417		$	2,436		$	957		$	1,275		$	7,271
Adjustments required to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, amortization and impairment		2,475			1,913			1,194			830			4,049
Gain from obtaining control in a subsidiary previously accounted for by the equity method		-			-			-			-			(3,299	)
Accrued interest and exchange rate changes of debenture and long-term loans		9			(19	)		4			5			21
Accrued severance pay, net		125			(67	)		138			(27	)		(397	)
Gain from sale of property and equipment, net		(97	)		(166	)		(32	)		(98	)		(195	)
Equity in gains of affiliate		-			(182	)		-			(70	)		(340	)
Amortization of stock-based compensation		175			58			127			25			374
Decrease in restricted cash		16			10			1			5			27
Increase (decrease) in trade receivables, net		(1,705	)		(1,478	)		378			535			(1,270	)
Decrease (increase) in other accounts receivable and prepaid expenses		(629	)		(257	)		(69	)		136			148
Increase in inventories		(217	)		(94	)		(481	)		(59	)		(685	)
Deferred income taxes		804			432			319			271			1,272
Decrease (increase) in long-term accounts receivable		(9	)		32			(50	)		9			(4	)
Increase (decrease)  in trade payables		493			(428	)		1,117			(250	)		1,290
Increase (decrease) in other accounts payable and accrued expenses		(1,342	)		1,259			(988	)		(157	)		1,449
Net cash provided by operating activities		2,515			3,449			2,615			2,430			9,711
Cash flows from investing activities:
Purchase of property and equipment		(2,248	)		(2,436	)		(1,094	)		(1,409	)		(4,663	)
Proceeds from sale of property and equipment		867			798			160			128			1,216
Investment and loans/Repayments in affiliate, net		(7,740	)		66			-			34			137
Acquisition of subsidiary (a)		-			-			-			-			(3,973	)
Net cash used in investing activities		(9,121	)		(1,572	)		(934	)		(1,247	)		(7,283	)

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS 

U.S. dollars in thousands

	Six months ended June 30,						Three months ended   June 30,						Year ended   December 31,
	2014			2013			2014			2013			2013
	Unaudited
Cash flows from financing activities:
Receipt of long-term loans from banks		12,927			3,681			1,490			2,333			7,127
Repayment of long-term loans from banks		(4,803	)		(5,598	)		(2,597	)		(2,420	)		(10,137	)
Repayment of long-term loans from others		(366	)		-			(251	)		-			-
Proceeds from issuance of shares		10,065			-			6			-			7
Short-term bank credit, net		(2,582	)		(1,046	)		(1,382	)		(670	)		563
Net cash provided by (used in) financing activities		15,241			(2,963	)		(2,734	)		(757	)		(2,440	)
Effect of exchange rate changes on cash and cash equivalents		(194	)		(194	)		(227	)		(351	)		(324	)
Increase (decrease) in cash and cash equivalents		8,441			(1,280	)		(1,280	)		75			(336	)
Cash and cash equivalents at the beginning of the period		3,349			3,685			13,070			2,330			3,685
Cash and cash equivalents at the end of the period	$	11,790		$	2,405		$	11,790		$	2,405		$	3,349

		Six months ended   June 30,				Three months ended   June 30,				Year ended   December 31,
		2014		2013		2014		2013		2013
		Unaudited
(a)	Acquisition of subsidiary:
	Working capital (Cash and cash equivalent excluded)	$	-	$	-	$	-	$	-	$	130
	Property and equipment		-		-		-		-		2,486
	Other intangible assets		-		-		-		-		1,690
	Goodwill		-		-		-		-		4,894
	Long term loans from banks and others		-		-		-		-		(1,342	)
	Investment in subsidiary previously accounted for by the equity method		-		-		-		-		(3,885	)
		$	-	$	-	$	-	$	-	$	3,973
(b)	Non cash investing activity:
	Issuance of shares in respect of acquisition   of non-controlling interests in subsidiary		11,385		-		-		-		-
		$	11,385	$	-	$	-	$	-	$	-

- - - - - - -

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

ADDITIONAL INFORMATION 

U.S. dollars in thousands

The following table reconciles the GAAP to Non-GAAP operating results: 

Non-GAAP Net Income 

	Six months ended   June 30				Three months ended   June 30				Year ended   December 31
	2014		2013		2014		2013		2013
	Unaudited
GAAP Net income as reported	$	2,417	$	2,436	$	957	$	1,275	$	7,271
Amortization and impairment of  intangible assets		567		510		230		129		967
Other expenses of termination costs		-		-		-		-		403
Profit raise from gaining control in subsidiary previously treated    by the equity method		-		-		-		-		(3,299	)
Stock based compensation  expenses		182		58		133		25		374
Non-cash tax expenses resulting from timing differences relating to the amortization of acquisition-related intangible assets and goodwill		708		563		356		315		1,700
Non-GAAP Net income	$	3,874	$	3,567	$	1,676	$	1,744	$	7,416

Adjusted EBITDA

	Six months ended   June 30				Three months ended   June 30				Year ended   December 31
	2014		2013		2014		2013		2013
	Unaudited
GAAP Net income  as reported:	$	2,417	$	2,436	$	957	$	1,275	$	7,271
Loss from discontinued operations, net		-		-		-		-		1,077
Financial expenses, net		812		598		307		260		1,337
Tax on income		1,014		467		414		303		(3,299	)
Stock based compensation  expenses		182		58		133		25		374
Depreciation , amortization and impairment of goodwill and intangible assets		2,475		1,913		1,194		830		4,049
Adjusted EBITDA	$	6,900	$	5,472	$	3,005	$	2,693	$	10,809