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 June 2016

Commission File Number: 001-13138

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

14 Hamelacha Street, Rosh Ha'ayin, Israel 4809133
(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 June 8, 2016, Pointer Telocation Ltd. issued a press release announcing its Q1 2016 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 - 10 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 June 8, 2016, announcing Pointer Telocation Q1 2016 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.

Date: June 8, 2016 POINTER TELOCATION LTD.


By: /s/ Yossi Ben Shalom
——————————————
Yossi Ben Shalom
Chairman of the Board of Directors

EX-99.1

Exhibit 1

  

For Immediate Release

Pointer Telocation Reports Q1 2016 Financial Results

Highlights of the MRM business (excluding Shagrir) in the first quarter 2016

· MRM revenues of $14.8 million; up 7% in local currencies (down 4% in USD)

· MRM service revenues were $9.3 million; up 14% YoY in local currency terms (down 3% in USD)

· Gross margin of 49.6%

· MRM non-GAAP net income of $1.8 million;

· Total MRM subscribers reached 185,000; an increase of 5,000 in the quarter

Rosh HaAyin, Israel, June 8^th, 2016 Pointer Telocation Ltd. (Nasdaq CM: PNTR; Tel-Aviv Stock Exchange: PNTR) - a leading developer, manufacturer and operator of Mobile Resource Management (MRM) services, announced today its financial results for the first quarter of 2016.

Given the spin-off of the Company's subsidiary Shagrir Group Vehicle Services Ltd., the RSA business, Pointer is focusing on the results of its MRM business. The financial summary of the MRM business in the table and description immediately below do not include Shagrir’s results.

Financial Summary of the MRM business for the First Quarter of 2016

Pro-forma Non-GAAP MRM summary U.S Dollars in Thousands	Three months ended March 31, 2016			Three months ended March 31, 2015
Total Revenues		14,826			15,412
Gross Profit		7,360			7,394
		49.6	%		48.0	%
Operating  Income		1,768			1,978
		11.9	%		12.8	%

MRM revenues for the first quarter of 2016 decreased 3.8% to $14.8 million as compared to $15.4 million in the first quarter of 2015. In local currency terms, MRM revenues increased by 7%.

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Revenues from products in the first quarter of 2016 decreased 4.7% to $5.5 million (37% of revenues) compared to $5.8 million (38% of revenues) in the comparable period of 2015.

Revenues from services in the first quarter of 2016 decreased 3.2% to $9.3 million (63% of revenues) compared to $9.6 million (62% of revenues), in the comparable period of 2015. In local currency terms in the territories where the subsidiaries operate, MRM revenue from services increased by 14%.

MRM non-GAAP gross profit was $7.4 million (49.6% of revenues) compared to $7.4 million (48.0% of revenues) in the first quarter of 2015.

MRM non-GAAP operating income was $1.8 million (11.9% of revenues) compared to $2.0 million (12.8% of revenues) in the first quarter of 2015.

In connection with Pointer’s expected spin-off of Shagrir to Pointer’s shareholders, pro-forma information providing additional details of the financial performance of the MRM business is provided separately in Exhibit A and is for informational purposes only.

Shagrir’s results are included in the financial summary of the consolidated results below, and in Pointer’s results of the second quarter they will appear as discontinued operations. Thereafter they will no longer be part of Pointer’s results.

Financial Summary of the Consolidated Results of the Quarter

Revenues for the first quarter of 2016 increased 2.7% to $25.7 million as compared to $25 million in the first quarter of 2015. Gross profit was $9.1 million (35.6% of revenues) an increase of 6.3% compared to $8.6 million (34.5% of revenues) in the first quarter of 2015. Operating income was $2.1 million (8.2% of revenues), approximately the same as in the first quarter of 2015. Net income was $1.4 million or $0.17 per share in the first quarter of 2016 a decrease of 24% as compared to $1.9 million, or $0.23 per share, in the first quarter of 2015.

Non-GAAP net income was $2.3 million in the first quarter of 2016, a decrease of 2.6% as compared to non-GAAP net income of $2.4 million in the first quarter of 2015.

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Management Comment

David Mahlab, Pointer's Chief Executive Officer, commented: “We are pleased with our results, especially the growth in MRM service revenues in local currency terms and the growth in the subscriber base. While the currency devaluations in many of our markets versus the US dollar have had a significant negative impact on our financial results over the past year, our results demonstrate that the underlying business remains strong and both the growth in revenues in local currency terms and in the subscriber base demonstrate that.”

Mr. Mahlab continued, “While it was a long process, we are pleased that the spin-off to our shareholders of the Shagrir business is at the finishing line. This step is an important part of our long term strategy of becoming a focused IOT & MRM company, as it simplifies the overall Pointer business structure and makes the value inherent in our business clearer to investors.”

Mr. Mahlab further noted, “Within our MRM technology division, we see many opportunities for future growth. We have launched two new products which are beginning to see market traction, and we continue to invest in our SAAS infrastructure. We are also seeing a renewed positive momentum in Brazil and the growth in our subscriber base is beginning to accelerate, which will enable us to benefit from the operating leverage inherent in our business model. Thus, we believe we are at an interesting inflection point in our development and growth.”

Conference Call Information Pointer Telocation's management will host a conference call today, at 6:00 am Pacific Time, 9:00 am Eastern Time, 4:00 pm 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 the USA: +1-888-668-9141

From Israel: 03-918-0609

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

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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, financial expenses, taxes, depreciation, amortization and impairment of goodwill and intangible assets and the effects of non-cash stock-based compensation expenses.

We calculate Non-GAAP net income by adding back to net income, the effects of non-cash stock based compensation expenses, amortization and impairment of long lived assets and non-cash tax expenses.

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 provider of technology and services to the automotive and insurance industries, offering a set of services including Mobile Resource Management, Fleet Management and Stolen Vehicle Recovery. Pointer has a growing list of customers and products installed in 50 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.

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	March 31, 2016		December 31, 2015
	Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,655	$	9,347
Trade receivables		22,842		18,402
Other accounts receivable and prepaid expenses		2,718		2,040
Inventories		4,740		4,866
Property and equipment held for sale		49		282
Total current assets		39,004		34,937
LONG-TERM ASSETS:
Long-term accounts receivable		607		490
Severance pay fund		8,554		8,186
Property and equipment, net		10,355		9,112
Other intangible assets, net		712		816
Goodwill		48,419		46,753
Deferred tax asset		2,450		3,144
Total long-term assets		71,097		68,501
Total assets	$	110,101	$	103,438

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	March 31,			December 31,
	2016			2015
	Unaudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit and current maturities of long-term loans	$	4,963		$	4,905
Trade payables		13,934			11,776
Deferred revenues and customer advances		7,134			5,843
Other accounts payable and accrued expenses		8,045			7,928
Total current liabilities		34,076			30,452
LONG-TERM LIABILITIES:
Long-term loans from banks		7,361			8,385
Long-term loans from shareholders and others		185			180
Deferred taxes and other long-term liabilities		321			258
Accrued severance pay		9,574			9,128
Total long term liabilities		17,441			17,951
COMMITMENTS AND CONTINGENT LIABILITIES
EQUITY:
Pointer Telocation Ltd's shareholders' equity:
Share capital		5,770			5,770
Additional paid-in capital		128,144			128,410
Accumulated other comprehensive income		(4,402	)		(6,254	)
Accumulated deficit		(70,441	)		(71,822	)
Total Pointer Telocation Ltd's shareholders' equity		59,071			56,104
Non-controlling interest		(487	)		(1,069	)
Total equity		58,584			55,035
Total liabilities and equity	$	110,101		$	103,438

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands

	Three months ended March 31,						Year ended December 31,
	2016			2015			2015
	Unaudited
Revenues:
Products	$	7,387		$	7,083		$	28,617
Services		18,283			17,894			72,307
Total revenues		25,670			24,977			100,924
Cost of revenues:
Products		4,444			4,083			17,003
Services		12,082			12,288			49,739
Total cost of revenues		16,526			16,371			66,742
Gross profit		9,144			8,606			34,182
Operating expenses:
Research and development		905			894			3,409
Selling and marketing		3,122			2,806			12,063
General and administrative		2,886			2,636			10,993
Amortization of intangible assets		129			200			735
Impairment of intangible and tangible assets		-			-			917
Total operating expenses		7,042			6,536			28,117
Operating income		2,102			2,070			6,065
Financial expenses (income), net		(61	)		(194	)		869
Other income		(5	)		-			(6	)
Income before taxes on income		2,168			2,264			5,202
Taxes on income		755			400			1,404
Net income	$	1,413		$	1,864		$	3,798

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended March 31,					Year ended December 31,
	2016		2015			2015
	Unaudited
Profit (loss) from continuing operations attributable to:
Equity holders of the parent		1,381		1,865			3,945
Non-controlling interests		32		(1	)		(147	)
	$	1,413	$	1,864			3,798
Earnings per share from continuing operations attributable to Pointer Telocation Ltd's shareholders:
Basic net earnings per share	$	0.18	$	0.24		$	0.51
Diluted net earnings per share	$	0.17	$	0.23		$	0.50
Weighted average -Basic number of shares		7,784,654		7,688,564			7,725,246
Weighted average – fully diluted number of shares		7,914,521		7,964,798			7,938,489

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Three months ended March 31,						Year ended December 31,
	2016			2015			2015
	Unaudited
Cash flows from operating activities:
Net income	$	1,413		$	1,864		$	3,798
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		898			1,006			3,959
Impairment of tangible and intangible assets		-			-			917
Accrued interest and exchange rate changes of debenture and long-term loans		(216	)		(366	)		(888	)
Accrued severance pay, net		47			(32	)		17
Gain from sale of property and equipment, net		(126	)		(34	)		(143	)
Stock-based compensation		57			91			309
Decrease  in restricted cash		-			62			62
Increase in trade receivables, net		(3,699	)		(503	)		(236	)
Decrease (increase)  in other accounts receivable and prepaid expenses		(657	)		46			(469	)
Decrease (increase) in inventories		236			(9	)		658
Decrease (increase) Deferred income taxes		790			189			1,080
Decrease (increase) in long-term accounts receivable		(135	)		2			(91	)
Increase (decrease) in trade payables		1,746			62			1,277
Increase (decrease) in other accounts payable and accrued expenses		1,167			410			(1,448	)
Net cash provided by operating activities		1,521			2,788			8,802
Cash flows from investing activities:
Purchase of property and equipment		(1,577	)		(584	)		(3,616	)
Proceeds from sale of property and equipment		476			312			1,266
Net cash used in investing activities		(1,101	)		(272	)		(2,350	)

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Three months ended March 31,						Year ended December 31,
	2016			2015			2015
	Unaudited
Cash flows from financing activities:
Receipt of long-term loans from banks		210			10,557			14,934
Repayment of long-term loans from banks		(1,243	)		(11,393	)		(19,503	)
Repayment of long-term loans from shareholders		-			(13	)		-
Proceeds from issuance of shares and exercise of options, net of issuance costs		-			6			15
Short-term bank credit, net		45			(468	)		(915	)
Net cash provided (used) in financing activities		(988	)		(1,311	)		(5,469	)
Effect of exchange rate on cash and cash equivalents		(124	)		(1,508	)		(193	)
Increase (decrease) in cash and cash equivalents		(692	)		(303	)		790
Cash and cash equivalents at the beginning of the period		9,347			8,557			8,557
Cash and cash equivalents at the end of the period	$	8,655		$	8,254		$	9,347

(a)	Non-cash investing activity:
Purchase of property and equipment		$	215	$	56	$	378

- - - - - - -

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

ADDITIONAL INFORMATION

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

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

	Three months ended March 31,				Year ended December 31,
	2016		2015		2015
GAAP gross profit	$	9,144	$	8,606	$	34,182
Stock-based compensation expenses		2		3		11
Non-GAAP gross profit	$	9,146	$	8,609		34,192
GAAP operating expenses	$	7,042	$	6,536	$	28,117
Stock-based compensation expenses		55		88		298
Amortization and impairment of long lived assets		129		200		1,652
Non-GAAP operating expenses	$	6,858	$	6,248	$	26,167
GAAP operating income	$	2,102	$	2,070	$	6,065
Non-GAAP operating income	$	2,288	$	2,361	$	8,025
GAAP net income	$	1,413	$	1,864	$	3,798
Stock-based compensation expenses		57		91		309
Amortization and impairment of long lived assets		129		200		1,652
Non cash tax expenses		735		242		1,404
Non-GAAP net income	$	2,334	$	2,397	$	7,163
Non-GAAP net income per share - Diluted	$	0.29	$	0.30	$	0.90
Non-GAAP weighted average number of shares - Diluted*		7,914,521		7,964,798		7,938,489

* In calculating diluted non-GAAP net income per share, the diluted weighted average number of shares outstanding excludes the effects of stock-based compensation expenses in accordance with FASB ASC 718.

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

ADJUSTED EBITDA

U.S. dollars in thousands

	Three months ended March 31,						Year ended December 31,
	2016			2015			2015
GAAP net income as reported:	$	1,413		$	1,864		$	3,798
Financial expenses (income), net		(61	)		(194	)		869
Tax on income		755			400			1,404
Stock based compensation expenses		57			91			309
Depreciation, amortization and impairment of goodwill and  intangible assets		898			1,005			4,876
Adjusted EBITDA	$	3,062		$	3,166		$	11,256

- - - - - - -

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

EXHIBIT A: MRM INCOME STATEMENT CARVE-OUT

U.S. dollars in thousands

	Three months ended March 31, 2016			Three months ended March 31, 2015
	Unaudited			Unaudited
Revenues:
Products		5,507			5,782
Services		9,319			9,630
Total revenues		14,826			15,412
Non-GAAP cost of revenues		7,466			8,018
Non-GAAP gross profit		7,360			7,394
		49.6	%		48.0	%
Non-GAAP operating expenses:
Research and development, net		905			894
Selling and marketing		2,607			2,440
General and administrative		2,080			2,082
Non-GAAP operating expenses		5,592			5,416
Non-GAAP operating income		1,768			1,978

Contact:

Zvi Fried, V.P. and Chief Financial Officer                     
Tel.: +972-3-572 3111                                        
E-mail: zvif@pointer.com

Gavriel Frohwein/Ehud Helft, GK Investor Relations 
Tel: +1-646-688-3559 
E-mail: pointer@gkir.com

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