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 February 2011

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 February 28th, 2011, Pointer Telocation Ltd. issued the press release, a copy of which 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 February 28th, 2011.

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: February 28, 2011 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 Reports 2010 Financial Results

· Yearly revenues $74M, 13% growth from $65M in 2009

· 2010 EBITDA  -  $11M

· $1.1M net income in 2010, vs. $2.1M net loss in 2009

Rosh HaAyin, Israel February 28th, 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 fiscal year ended December 31, 2010.

Financial Highlights

Revenues: Pointer's total revenues for 2010 increased 13% to $73.9 million compared to $65.3 million in 2009.

International activities for 2010 were $20.1 million (27% of total revenues) compared to $14.8 million in 2009 (23% of total revenues).

Revenues from products in 2010 increased 26.8% to $25.4 million, (34.4% of revenues), as compared to $20 million (30.7% of revenues) in 2009.

Pointer’s revenues from services in 2010 increased 6.9% to $48.4 million (65.6% of revenues), up from $45.3 million (69.3% of revenues), in 2009.

Gross Profit: In 2010, gross profit was $27.4 million up from $26.9 million in 2009.

Operating Income: Increased by 59% to $6.6 million in 2010 compared to $4.2 million in 2009.

Net Income (loss): Pointer recorded a net income attributable to Pointer’s shareholders for the year ended December 31, 2010 of $1.1 million, or $0.24 per share, as compared to net loss of $2.1 million, or ($0.44) per share, in 2009. Net income attributable to a non-controlling interest in affiliates in 2010 was $0.8 million compared to $2.6 million in 2009.

EBITDA: Pointer's EBITDA in 2010 was $11 million as compared to $11.7 million in 2009.

David Mahlab, Pointer's Chief Executive Officer, commented on the results: "We are very pleased with the revenue growth in 2010 and with our return to profitability. Throughout 2010, Pointer invested efforts in sales, marketing and development of new products in order to penetrate new markets which support our business strategy. Our growth was accelerated by the growing awareness in the market of the economic benefits of mobile resource management.

Moving into 2011, we expect customers around the globe to continue looking for advanced services and technology. We expect to continue to introduce innovative products and services in the MRM and roadside assistance service sectors, which will provide further growth opportunities and further improve profitability."

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Conference Call Information:

Pointer Telocation's management will host today, Monday, February 28th, 2010 a conference call with the investment community to review and discuss the financial results, and will also be available to answer questions.

The conference call will commence at 9:00 AM EST, 16:00 PM 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: 03-918-0610

A replay will be available from March 1th, 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 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              Chen Livne, Gelbart-Kahana Investor Relations Tel: 972-3-607 4717, +972-54-302 2983 E-mail: chen@gk-biz.com

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

	December 31,
	2010		2009
	Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,366	$	3,209
Trade receivables		13,915		11,619
Other accounts receivable and prepaid expenses		2,981		3,033
Inventories		3,739		2,219
Total current assets		23,001		20,080
LONG-TERM ASSETS:
Long-term accounts receivable		832		673
Severance pay fund		7,624		6,070
Property and equipment, net		11,255		9,401
Investment in Affiliate		295		-
Deferred income taxes		-		507
Other intangible assets, net		6,497		9,022
Goodwill		53,926		51,220
Total long-term assets		80,429		76,893
Total assets	$	103,430	$	96,973

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

	December 31,
	2010		2009
	Unaudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit and current maturities of long-term loans	$	13,170	$	9,146
Trade payables		10,064		8,639
Deferred revenues and customer advances		7,806		8,253
Other accounts payable and accrued expenses		7,054		6,211
Total current liabilities		38,094		32,249
LONG-TERM LIABILITIES:
Long-term loans from banks, shareholders and others		12,483		15,456
Other long-term liabilities		842		658
Accrued severance pay		8,365		7,131
Total long term liabilities		21,690		23,245
SHAREHOLDERS' EQUITY:
Pointer Telocation Ltd. shareholders' equity		36,868		33,809
Non-controlling interest		6,778		7,670
Total shareholders' equity		43,646		41,479
Total liabilities and shareholders' equity	$	103,430	$	96,973

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Year ended December 31,
	2010		2009			2008
	Unaudited
Revenues:
Products	$	25,415	$	20,038		$	30,645
Services		48,448		45,287			46,010
Total revenues		73,863		65,325			76,655
Cost of revenues:
Products		14,175		10,774			16,392
Services		31,264		26,645			29,869
Amortization of intangible assets		978		976			980
Total cost of revenues		46,417		38,395			47,241
Gross profit		27,446		26,930			29,414
Operating expenses:
Research and development, net		2,532		2,817			2,511
Selling and marketing		7,441		6,249			6,934
General and administrative		9,062		8,788			8,311
Amortization of intangible assets		1,774		1,942			2,365
Impairment of intangible asset		-		2,959			-
Total operating expenses		20,809		22,755			20,121
Operating income		6,637		4,175			9,293
Financial expenses, net		1,976		2,074			4,054
Other expenses (income), net		21		16			(22	)
Income before taxes on income		4,640		2,085			5,261
Taxes on income		1,524		887			640
Income after Income taxes		3,116		1,198			4,621
Equity in losses of affiliate		1,158		677			-
Net income		1,958		521			4,621
Less: net income  attributable to the noncontrolling interest		828		2,632			2,248
Net income (loss) attributable to Pointer's shareholders	$	1,130	$	(2,111	)	$	2,373
Basic net earnings (loss) per share	$	0.24	$	(0.44	)	$	0.51
Diluted net earnings (loss) per share	$	0.22	$	(0.47	)	$	0.50

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Year ended December 31,
	2010			2009			2008
	Unaudited
Cash flows from operating activities:
Net income	$	1,958		$	521		$	4,621
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment		5,568			8,256			6,918
Accrued interest and exchange rate changes of convertible debenture and long-term loans		178			(85	)		1,187
Accrued severance pay, net		(364	)		(400	)		619
Gain from sale of property and equipment, net		(93	)		(377	)		(36	)
Equity in losses of affiliate		1,158			677			-
Amortization of deferred stock-based compensation		121			367			350
Decrease (increase) in trade receivables, net		(1,618	)		1,995			(1,773	)
Increase in other accounts receivable and prepaid expenses		(436	)		(308	)		(6	)
Decrease (increase) in inventories		(1,934	)		128			(2,088	)
Write-off of inventories		155			124			112
Deferred income taxes		1,322			773			(178	)
Decrease (increase) in long-term accounts receivable and deferred expenses		(212	)		(493	)		23
Increase (decrease) in trade payables		981			(413	)		888
Increase (decrease) in other accounts payable and accrued expenses		(127	)		461			379
Net cash provided by operating activities		6,657			11,226			11,016
Cash flows from investing activities:
Decrease (increase) in other account receivables		-			279			(357	)
Purchase of property and equipment		(4,481	)		(3,442	)		(3,476	)
Proceeds from sale of property and equipment		641			1,215			605
Investments in affiliate		(1,490	)		(640	)		-
Acquisition of subsidiary (a)		-			(38	)		-
Acquisition of other intangible assets		-			-			-
Net cash used in investing activities		(5,330	)		(2,626	)		(3,228	)
Cash flows from financing activities:
Receipt of long-term loans from banks		5,090			-			9,064
Repayment of long-term loans from banks		(7,016	)		(6,027	)		(4,930	)
Repayment of long-term loans from others		(1,122	)		(32	)		(10,201	)
Dividend paid to the noncontrolling interest		(2,250	)		(871	)		-
Proceeds from issuance of shares and exercise of warrants, net		57			-			1,000
Short-term bank credit, net		2,656			(983	)		(970	)
Net cash used in financing activities		(2,585	)		(7,913	)		(6,037	)
Effect of exchange rate changes on cash and cash equivalents		415			(186	)		(243	)
Increase (decrease) in cash and cash equivalents		(843	)		501			1,508
Cash and cash equivalents at the beginning of the year		3,209			2,708			1,200
Cash and cash equivalents at the end of the year	$	2,366		$	3,209		$	2,708

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Year ended December 31,
	2010		2009			2008
	Unaudited
(a) Acquisition of subsidiary:
Fair value of assets acquired and liabilities assumed at date of acquisition:
Working capital	$	-		(112	)	$	-
Property and equipment		-		60			-
Customer list		-		24			-
Goodwill		-		456			-
Accrued severance pay, net		-		(12	)		-
Shareholders loan		-		(122	)		-
Minority interest		-		(256	)		-
	$	-	$	38		$	-

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POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

Reconciliation of GAAP net income to NON-GAAP EBITDA

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, amortization and impairment. 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 EBITDA:

CONDENSED EBITDA

US dollars in thousands

	Year ended December 31,
	2010		2009			2008
	Unaudited
Net income as reported	$	1,958		$	521	$	4,621
Financial expenses, net		1,976			2,074		4,054
Taxes on income		1,524			887		640
Depreciation, amortization and impairment		5,568			8,254		6,116
Non-GAAP EBITDA	$	11,026		$	11,736	$	15,431

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