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 2010

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 xForm 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 oNo 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 19, 2010, Pointer Telocation Ltd. issued a press release with its Q2 2010 Financial Results.

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

This Form 6-K is being 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 19, 2010, Q2 2010 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: August, 19 2010 POINTER TELOCATION LTD.   By: /s/ Yossi Ben Shalom —————————————— Yossi Ben Shalom Chairman of the Board of Directors

EX-99

Exhibit 1

For Immediate Release

Pointer Telocation Q2 2010 Revenues Increased 17.5%

Year-Over-Year to $18.3 Million

· EBITDA of $3.1 million, compared to $2.5 million YoY

· $286 thousand in net income, up from $2.9 million net loss in Q2 2009

Rosh HaAyin, Israel August 19th, 2010 Pointer Telocation Ltd. (Nasdaq CM: PNTR,TASE: 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 of 2010.

Financial Highlights

Revenues: Pointer's revenues for the second quarter of 2010 increased 17.5% to $18.3 million as compared to $15.6 million for the comparable period in 2009. In the first six months of 2010, revenues were $35.1 million, as compared to $31.6 million in the first half of 2009.

International activities for the second quarter and first six months of 2010 were 29% and 26% of total revenues compared to 23% and 24% in the comparable periods of 2009.

Revenues from products in Q2 2010 were $6.2 million, constituting 34% of total revenues, as compared to $5.0 million constituting 32% of revenues in the second quarter of 2009. Pointer’s revenues from services in the first six months of 2010 were $12.1 million, 66% of total revenues, up from $10.6 million, 68% of total revenues in the comparable period 2009.

Gross Profit: For the second quarter of 2010 gross profit increased 4.8% to $6.9 million from $6.6 million in the second quarter of 2009. As a percentage of revenues, gross margin was approximately 38% in the second quarter of 2010, as compared to 42.5% for the same period in 2009. In the first six months of 2010, gross profit was $13.4 million approximately the same as in the first six months of 2009. Gross margin for the first six months of 2010 was 38.2%, compared to 42.9% for the first six months of 2009. Gross margin decreased mainly as a result of the price erosion in the roadside assistance services.

Operating Income: Pointer reported operating income of $2.0 million for the second quarter of 2010, compared to an operating loss of $1.5 million for the second quarter of 2009. In the first six months of 2010, operating income was $3.6 million, compared to $226 thousand for the same period in 2009.

In Q2 2009, Pointer recorded a non-cash impairment of $3.0 million. Excluding this non-cash impairment, operating income in the second quarter of 2009 was $1.4 million. In the first six months of 2009, operating income, excluding the said non-cash impairment, was $3.2 million.

Net Income:Pointer recorded net income attributable to Pointer’s shareholders for the second quarter of 2010 of $0.29 million, or $0.06 per share, as compared to a net loss of $2.9 million for the second quarter of 2009. For the first six months of 2010, Pointer recorded net income of $0.35 million or $0.07 per share, compared to a net loss of $2.9 million in the same period of 2009.

Net income attributable to a non-controlling interest in affiliatesin the second quarter of 2010 was $0.26 million, as compared to net income of $0.67 million in the second quarter of 2009.

Net income attributable to a non-controlling interest in affiliates in the first six months of 2010 was $0.73 million compared to $1.7 million for the comparable period in 2009.

Net income, before giving effect to the exclusion of those earnings relating to non-controlling interests in accordance with SFAS 160, in the second quarter and first six months of 2010 was $0.55 million and $1.1 million, respectively, compared to a loss of $2.2 million and a loss of $1.1 million in the same periods in 2009

EBITDA:

Pointer’s EBITDA for the second quarter and for the first six months of 2010 increased to $3.1 million and $5.8 million, respectively, as compared to $2.5 million and $5.7 million in the comparable periods in 2009.

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Danny Stern, Pointer's CEO, said: "The results for Q2 2010 demonstrate a positive trend in almost all our markets and activities.  Demand for products from our broad customer base in over 30 countries has been strong. Our subsidiaries report that demand for services is gradually increasing, as the markets learn of our extensive solutions, something which can be credited to our continual investment and increasing market presence. Additionally, increasing numbers of fleet operators as well as insurance companies are recognizing Pointer's unique solutions, innovation and customer support. EBITDA continues to be strong, enabling us to continue investing in R&D and in expanding into new businesses", concluded Mr. Stern.

Conference Call Information:

Pointer Telocation's management will host today, Thursday August 19th a conference call with the investment community to review and discuss the financial results:

The conference call will commence at 9:30 AM EST, 16:30 Israel time.

To participate in the call, please dial in to one of the teleconferencing numbers below. Please begin placing your call at least 5 minutes before the time set for the commencement of the conference call.

  From USA: +1-888-668-9141

From Israel: 03-918-0609

A replay will be available from Aug 20th, 2010 at the company website: www.pointer.com.

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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 EBITDA as a non-GAAP financial performance measurement. EBITDA is calculated by adding back to net income financial expenses, taxes, depreciation and amortization including in respect of our non-cash impairment charge related to the fair market value of the business with certain customers from our acquisition of Cellocator. 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.

EBITDA is 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 three most recent acquisitions have resulted in amortization and non-cash items that have had a material impact on our GAAP profits. EBITDA 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 mate rially 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 Road Side Assistance, Stolen Vehicle Recovery and Fleet Management. Pointer has a growing client list with products installed in over 30countires. Cellocator, a Pointer Products Division, is a leading MRM (Mobile Resource Management) technology developer and manufacturer.

For more information: 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 for ward-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 Tel.; 972-3-572 3111 E-mail: zvif@pointer.com Yael Nevat, Commitment-IR.com  Tel: 972-9-741 8866, +972-50-762 6215 E-mail: yael@commitment-IR.com

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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,
	2010		2009
	Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,198	$	3,209
Trade receivables		13,685		11,619
Other accounts receivable and prepaid expenses		3,842		3,033
Inventories		3,343		2,219
Total current assets		24,068		20,080
LONG-TERM ASSETS:
Long-term accounts receivable		1,039		673
Severance pay fund		6,281		6,070
Property and equipment, net		9,933		9,401
Deferred income taxes		-		507
Other intangible assets, net		7,538		9,022
Goodwill		50,125		51,220
Total long-term assets		74,916		76,893
Total assets	$	98,984	$	96,973

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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,
	2010		2009
	Unaudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit and current maturities of long-term loans	$	12,713	$	9,146
Trade payables		9,571		8,639
Deferred revenues and customer advances		9,157		8,253
Other accounts payable and accrued expenses		5,809		6,248
Total current liabilities		37,250		32,286
LONG-TERM LIABILITIES:
Long-term loans from banks and others		12,991		15,456
Other long-term liabilities		810		621
Accrued severance pay		7,264		7,131
		21,065		23,208
SHAREHOLDERS' EQUITY:
Pointer Telocation Ltd. shareholders' equity		33,555		33,809
Non-controlling interest		7,114		7,670
Total shareholders' equity		40,669		41,479
Total liabilities and shareholders' equity	$	98,984	$	96,973

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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)

	Six months ended June 30,					Three months ended June 30,					Year ended December 31,
	2010		2009			2010		2009			2009
	Unaudited
Revenues:
Products	$	11,041	$	10,145		$	6,230	$	4,962		$	20,038
Services		24,010		21,414			12,070		10,612			45,287
Total revenues		35,051		31,559			18,300		15,574			65,325
Cost of revenues:
Products		6,221		5,418			3,446		2,457			10,774
Services		14,959		12,105			7,667		6,247			26,645
Amortization of intangible assets		492		492			246		246			976
Total cost of revenues		21,672		18,015			11,359		8,950			38,395
Gross profit		13,379		13,544			6,941		6,624			26,930
Operating expenses:
Research and development, net		1,166		1,460			623		707			2,817
Selling and marketing		3,625		2,978			1,758		1,494			6,249
General and administrative		4,065		4,874			2,114		2,488			8,788
Amortization of intangible assets		889		1,047			437		523			1,942
Impairment of intangible assets		-		2,959			-		2,959			2,959
Total operating expenses		9,745		13,318			4,932		8,171			22,755
Operating income (loss)		3,634		226			2,009		(1,547	)		4,175
Financial expenses, net		994		1,096			679		422			2,070
Other expenses, net		23		12			20		-			16
Income (loss) before taxes on income		2,617		(882	)		1,310		(1,969	)		2,089
Taxes on income		992		42			485		22			887
Income (loss) after Income taxes		1,625		(924	)		825		(1,991	)		1,202
Equity in losses of affiliate		541		191			277		191			677
Net income(loss)	$	1,084	$	(1,115	)	$	548	$	(2,182	)	$	525
Less: net income attributable to the noncontrolling interest	$	734	$	1,737		$	262	$	673			2,632
Net income (loss) attributable to Pointer's shareholders	$	350	$	(2,852	)	$	286	$	(2,855	)	$	(2,107	)
Basic net earnings (loss) per share	$	0.074	$	(0.60	)	$	0.060	$	(0.60	)	$	(0.44	)
Diluted net earnings (loss) per share	$	0.064	$	(0.61	)	$	0.056	$	(0.61	)	$	(0.47	)

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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,
	2010			2009			2010			2009			2009
	Unaudited
Cash flows from operating activities:
Net income (loss)	$	1,084		$	(1,115	)	$	548		$	(2,182	)	$	525
Adjustments required to reconcile net income (loss) to net cash provided by operating activities:
Depreciation ,amortization and impairment		2,741			5,653			1,347			4,272			8,252
Accrued interest and exchange rate changes of convertible debenture and long-term loans		61			(129	)		54			(104	)		(85	)
Accrued severance pay, net		(55	)		(255	)		-			(143	)		(400	)
Gain from sale of property and equipment, net		(38	)		(138	)					(63	)		(377	)
Equity in losses of affiliate		541			191			277			191			677
Amortization of deferred stock-based compensation		72			270			24			126			367
Decrease (increase) in trade receivables, net		(2,382	)		(659	)		(905	)		283			1,995
Decrease (increase) in other accounts receivable and prepaid expenses		(1,312	)		(155	)		(687	)		524			(308	)
Decrease (increase) in inventories		(1,520	)		345			(881	)		24			128
Increase in long-term accounts receivable and deferred expenses		(411	)		(163	)		(368	)		(49	)		(493	)
Write-off of inventories		-			-			-			-			124
Increase in deferred income taxes		907			-			429			-			773
Increase (decrease) in trade payables		850			(686	)		25			837			(413	)
Increase (decrease) in other accounts payable and accrued expenses		888			1,892			(1,570	)		100			461
Net cash provided by (used in) operating activities		1,426			5,051			(1,707	)		3,816			11,226
Cash flows from investing activities:
Purchase of property and equipment		(1,938	)		(1,337	)		(801	)		(868	)		(3,442	)
Proceeds from sale of property and equipment		356			559			136			337			1,215
Investments in affiliate		(480	)		(200	)		(270	)		(200	)		(640	)
Acquisition of subsidiary (a)		-			(38	)		-			(38	)		(38	)
Increase in long-term accounts receivable		-			-			-			-			279
Net cash used in investing activities		(2,062	)		(1,016	)		(935	)		(769	)		(2,626	)
Cash flows from financing activities:
Receipt of long-term loans from banks		1,329			-			1,329			-			-
Repayment of long-term loans from banks		(3,283	)		(2,870	)		(1,647	)		(1,446	)		(6,027	)
Repayment of long-term loans from shareholders and others		(19	)		(15	)		(9	)		(8	)		(32	)
Receipt of long-term loans from shareholders and others		43			-			43			-			-
Proceeds from issuance of shares and exercise of warrants, net		57			-			9			-			-
Dividend paid to the noncontrolling interest		(1,170	)		(586	)		(1,170	)		(586	)		(871	)
Short-term bank credit, net		3,514			(434	)		3,965			513			(983	)
Net cash provided by (used in) financing activities		471			(3,905	)		2,520			(1,527	)		(7,913	)
Effect of exchange rate on cash and cash equivalents		154			(10	)		605			(31	)		(186	)
Increase (decrease) in cash and cash equivalents		(11	)		120			483			1,489			501
Cash and cash equivalents at the beginning of the period		3,209			2,708			2,715			1,339			2,708
Cash and cash equivalents at the end of the period	$	3,198		$	2,828		$	3,198		$	2,828		$	3,209

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

CONDENSED 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,
		2010		2009			2010		2009			2009
		Unaudited
(a)	Acquisition of subsidiary
	Fair value of assets acquired and liabilities assumed at date of acquisition:
	Working capital		-		(40	)		-		(40	)	$	(112	)
	Property and equipment		-		60			-		60			60
	Customer list		-		24			-		24			24
	Goodwill		-		384			-		384			456
	Accrued severance pay, net		-		(12	)		-		(12	)		(12	)
	Shareholders loan		-		(122	)		-		(122	)		(122	)
	Minority interest		-		(256	)		-		(256	)		(256	)
			-	$	38			-	$	38		$	38

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

Reconciliation of GAAP net income to EBITDA

Reconciliation of GAAP to NON-GAAP Operating Results

To supplement the consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), the Company uses EBITDA as a non-GAAP financial performance measurement. EBITDA is calculated by adding back to net income financial expenses, taxes, depreciation, and amortization. EBITDA is 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. EBITDA should not be considered in isolation or as a substitute for comparable measures calculated and presented in accordance with GAAP.  Reconciliation the GAAP to non-GAAP operating results:

CONDENSED EBITDA

US dollars in thousands

	Six months ended June 30					Three months ended June 30					Year ended December 31
	2010		2009			2010		2009			2009
	Unaudited
Net income (loss) as reported:	$	1,084	$	(1,115	)	$	548	$	(2,182	)	$	525
Financial expenses, net		994		1,096			679		422			2,070
Tax on income		992		42			485		22			887
Depreciation ,amortization and impairment		2,739		5,654			1,346		4,275			8,254
Non-GAAP EBITDA	$	5,809	$	5,677		$	3,058	$	2,537		$	11,736

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