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 May 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 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 May 31st, 2011, Pointer Telocation Ltd. issued a press release announcing its financial results for the first quarter ended March 31, 2011 and a conference call scheduled for May 31st, 2011.

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 May 31st, 2011, announcing its Q1 2011 Financial Results and Conference Call Scheduled for May 31st, 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: May 31st, 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 Q1 2011 Financial Results

· Record revenues of $21M, increase of 26% over Q1 2010

· Non-GAAP Net Income of $1.1M in Q1 2011

· Adjusted EBITDA $3M compared to $2.7M in Q1 2010

Rosh HaAyin, Israel May 31st, 2011 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 first quarter of 2011.

Financial Highlights

Revenues: Pointer's revenues for the first quarter of 2011 increased 26% to $21 million, as compared to $16.7 million in the first quarter of 2010.

International activities for the first quarter of 2011 were 28% of total revenues compared to 21% in the comparable period of 2010.

Revenues from products in the first quarter of 2011 increased 63% to $7.8 million, (37.2% of revenues), as compared to $4.8 million (28.7% of revenues) in the first quarter of 2010.

Pointer’s revenues from services in the first quarter of 2011 increased 11% to $13.2 million (62.8% of revenues), up from $11.9 million (71.3% of revenues), in the comparable period of 2010.

Gross Profit: In the first quarter of 2011, gross profit increased 22% to $7.9 million from $6.4 million in the first quarter of 2010.

Operating Income: In the first quarter of 2011, operating income was $1.5 million, compared to $1.6 million in the first quarter of 2010. The operating expenses included a one-time charge in the amount of $0.5 million attributable to the Company's efforts to expand various services to Israeli insurance companies. Excluding this one-time charge, operating income in the first quarter of 2011 was $2 million.

Net Income:Pointer recorded net income attributable to Pointer’s shareholders for the first quarter of 2011 of $0.4 million or $0.08 diluted net earnings per share, compared to a net income of $65 thousand or $0.01 diluted net income per share in the first quarter of 2010. Excluding the one-time charge in operating expenses, net income in the first quarter of 2011 was $0.9 million.

Net loss attributable to a non-controlling interest in affiliates in the first quarter of 2011 was $80 thousand compared to Net income of $0.47 million for the comparable period in 2010.

Adjusted EBITDA: Pointer’s Adjusted EBITDA for the first quarter of 2011 was $3 million, as compared to $2.7 million in the comparable period in 2010.

David Mahlab, Pointer's Chief Executive Officer, commented on the results, "I am pleased with the momentum of the company in respect of both service and equipment delivery. We had a record quarter in revenues and our profits are continuing to grow. I believe this momentum can be maintained. International revenues are increasing and we intend to maintain our investments in international sales and marketing efforts in order to facilitate the Company’s on-going expansion. Being part of the rapidly changing world of telematics,  I expect the market to continue to grow and as a result we will continue to introduce innovative products and services, which I believe will yield further growth opportunities and further improve our revenue and profitability in the coming quarters."

Conference Call Information:

Pointer Telocation's management will host today, Tuesday, May 31st, 2011 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 9:30 AM EST, 4:30 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: 03-918-0609

A replay will be available from June 1st, 2011 on the Company’s website: www.pointer.com .

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 a non-GAAP financial performance measurement.

We calculate Adjusted EBITDA by adding back to net income, financial expenses, taxes, depreciation, a non-recurring expense of $0.5 million attributable to the Company's efforts to expand various services to Israeli insurance companies, and amortization including the effect of a non-cash impairment charge related to the fair market value of Cellocator.

We calculate non-GAAP net income by adding back to net income, non-cash equity based compensation and amortization of intangibles related to acquisitions.

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 three most recent 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 Road Side Assistance, Stolen Vehicle Recovery and Fleet Management. Pointer has a growing client list with products installed in over 30 countries. 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 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.

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	March 31,		December 31,
	2011		2010
	Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,508	$	2,233
Restricted cash		131		133
Trade receivables		17,162		13,914
Other accounts receivable and prepaid expenses		3,830		2,982
Inventories		3,594		3,739
Total current assets		26,225		23,001
LONG-TERM ASSETS:
Long-term accounts receivable		575		832
Severance pay fund		7,881		7,624
Property and equipment, net		11,848		11,255
Investment in affiliate		414		295
Other intangible assets, net		5,854		6,497
Goodwill		54,808		53,926
Total long-term assets		81,380		80,429
Total assets	$	107,605	$	103,430

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS

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

	March 31,			December 31,
	2011			2010
	Unaudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit and current maturities of long-term loans	$	12,253		$	13,170
Trade payables		12,125			10,064
Deferred revenues and customer advances		10,106			7,806
Other accounts payable and accrued expenses		6,535			7,054
Total current liabilities		41,019			38,094
LONG-TERM LIABILITIES:
Long-term loans from banks		11,091			11,526
Long-term loans from shareholders and others		964			957
Other long-term liabilities		1,185			842
Accrued severance pay		8,668			8,365
		21,908			21,690
COMMITMENTS AND CONTINGENT LIABILITIES
EQUITY:
Pointer Telocation Ltd’s shareholders' equity:
Share capital -
Ordinary shares of NIS 3 par value -
Authorized: 8,000,000 shares at March 31, 2011 and December 31, 2010; Issued and outstanding:  4,780,019 and 4,771,181 shares at March 31, 2011 and December 31, 2010, respectively		3,287			3,280
Additional paid-in capital		118,617			118,512
Accumulated other comprehensive income		3,778			3,292
Accumulated deficit		(87,831	)		(88,216	)
Total Pointer Telocation Ltd’s shareholders' equity		37,851			36,868
Non-controlling interest		6,827			6,778
Total equity		44,678			43,646
Total liabilities and shareholders' equity	$	107,605		$	103,430

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,
	2011			2010			2010
	Unaudited
Revenues:
Products	$	7,844		$	4,810		$	25,415
Services		13,220			11,940			48,448
Total revenues		21,064			16,750			73,863
Cost of revenues:
Products		4,416			2,774			14,175
Services		8,552			7,293			31,264
Amortization of intangible assets		244			246			978
Total cost of revenues		13,212			10,313			46,417
Gross profit		7,852			6,437			27,446
Operating expenses:
Research and development		735			543			2,532
Selling and marketing		2,069			1,867			7,441
General and administrative		3,118			1,951			9,062
Amortization of intangible assets		453			452			1,774
Total operating expenses		6,375			4,813			20,809
Operating income		1,477			1,624			6,637
Financial expenses, net		398			313			1,976
Other expenses (income), net		(7	)		3			21
Income before taxes on income		1,086			1,308			4,640
Taxes on income		357			507			1,524
Income after taxes on income		729			801			3,116
Equity in losses of affiliate		424			264			1,158
Net income		305			537			1,958
Less - net loss (income)attributable to non-controlling interest		80			(472	)		(828	)
Net income attributable to Pointer Telocation Ltd. shareholders	$	385		$	65		$	1,130
Earnings per share attributable to Pointer Telocation Ltd's shareholders:
Basic net earnings per share	$	0.08		$	0.01		$	0.24
Diluted net earnings  per share	$	0.08		$	0.01		$	0.22

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,
	2011			2010			2010
	Unaudited
Cash flows from operating activities:
Net income	$	305		$	537		$	1,958
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment		1,492			1,394			5,568
Accrued interest and exchange rate changes of debenture and long-term loans		16			7			178
Accrued severance pay, net		32			(55	)		(364	)
Gain from sale of property and equipment, net		(31	)		(39	)		(93	)
Equity in losses of affiliate		424			264			1,158
Amortization of stock-based compensation		88			48			121
Decrease (increase) in restricted cash		2			-			(133	)
Increase in trade receivables, net		(2,930	)		(1,477	)		(1,618	)
Increase in other accounts receivable and prepaid expenses		(692	)		(625	)		(436	)
Decrease (increase) in inventories		176			(639	)		(1,964	)
Write-off of inventories		-			-			185
Deferred income taxes		(17	)		478			1,322
Decrease (increase) in long-term accounts receivable		220			(43	)		(212	)
Increase in trade payables		1,663			825			981
Increase (decrease) in other accounts payable and accrued expenses		1,810			2,458			(127	)
Net cash provided by operating activities		2,558			3,133			6,524
Cash flows from investing activities:
Purchase of property and equipment		(1,377	)		(1,137	)		(4,481	)
Proceeds from sale of property and equipment		165			220			641
Investment in affiliate		(543	)		(210	)		(1,490	)
Net cash used in investing activities		(1,755	)		(1,127	)		(5,330	)

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,
	2011			2010			2010
	Unaudited
Cash flows from financing activities:
Proceeds from issuance of shares		23			48			5,090
Repayment of long-term loans from banks		(1,912	)		(1,636	)		(7,016	)
Repayment of long-term loans from others		(8	)		(10	)		(1,122	)
Receipt of long-term loans from banks, shareholders and others		1,944			-			(2,250	)
Dividend paid to the non-controlling interest		-			-			57
Short-term bank credit, net		(1,789	)		(451	)		2,656
Net cash used in financing activities		(1,742	)		(2,049	)		(2,585	)
Effect of exchange rate changes on cash and cash equivalents		214			(451	)		415
Decrease in cash and cash equivalents		(725	)		(494	)		(976	)
Cash and cash equivalents at the beginning of the period		2,233			3,209			3,209
Cash and cash equivalents at the end of the period	$	1,508		$	2,715		$	2,233

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

	Three months ended March 31,				Year ended December 31,
	2011		2010		2010
	Unaudited
GAAP Net income as reported:	$	305	$	537	$	1,958
Amortization of intangible assets		697		698		2,752
Stock based compensation expenses		88		48		121
Non-GAAP Net income	$	1,090	$	1,283	$	4,831

Adjusted EBITDA

	Three months ended March 31,				Year ended December 31,
	2011		2010		2010
	Unaudited
GAAP Net income as reported:	$	305	$	537	$	1,958
One time charge attributable to efforts to expand services to Israeli insurance companies	$	486		-		-
Financial expenses, net		398		313		1,976
Tax on income		357		507		1,524
Depreciation and amortization		1,492		1,394		5,568
Non-GAAP Adjusted EBITDA	$	3,038	$	2,751	$	11,026