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 2012

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 30, 2012, Pointer Telocation Ltd. issued a press release with its Q1 2012 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 May 30, 2012, Pointer Telocation’s Q1 2012 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: May 30, 2012 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 2012 Financial Results

· Record revenues of $21.6M  

· Non-GAAP Net Income of $ 1.3M in Q1 2012  

· Adjusted EBITDA $2.6M compared to $3.1M  in Q1 2011

Rosh HaAyin, Israel May 30th, 2012 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 and insurance market, announced today its financial results for the first quarter of 2012.

Financial Highlights

Revenues: Pointer's revenues for the first quarter of 2012 increased 3% to $21.6 million, as compared to $21.1 million in the first quarter of 2011.

International activities for the first quarter of 2012 were 27% of total revenues compared to 28% in the comparable period of 2011.

Revenues from products in the first quarter of 2012 were $7.8 million, which was unchanged in comparison to the same period in 2011.

Pointer’s revenues from services in the first quarter of 2012 increased 4% to $13.8 million (63.8% of revenues), up from $13.2 million (62.8% of revenues), in the comparable period of 2011.

Gross Profit: In the first quarter of 2012, gross profit decreased 5% to $7.4 million from $7.9 million in the first quarter of 2011.

Operating Income: In the first quarter of 2012, operating income was $1.3 million, compared to $1.5 million in the first quarter of 2011.

Net Income: Pointer recorded net income attributable to Pointer’s shareholders for the first quarter of 2012 of $0.2 million or $0.03 per share, compared to net income of $0.4 million or $0.08 per share in the first quarter of 2011.

Net income attributable to a non-controlling interest in affiliates in the first quarter of 2012 was $0.3 million compared to a net loss of $77 thousand for the comparable period in 2011.

Adjusted EBITDA: Pointer’s Adjusted EBITDA for the first quarter of 2012 was $2.6 million, as compared to $3.1 million in the comparable period in 2011.

David Mahlab, Pointer's Chief Executive Officer, commented on the results, "We are happy with our level of revenue achievement, given the challenging global economic conditions. We have invested considerable resources in our Latin American activities and expect to see positive results from this investment. Additionally, as planned we released new products in Q1 2012, which were well received by our consumers. While economic conditions remain difficult and have influenced our margins, we have and will continue to carefully manage the pressures; and we expect that our new products together with continued growth in Latin America will be reflected in our results during  2012."

Conference Call Information:

Pointer Telocation's management will host today, Wednesday, May 30th, 2012 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 USA1-866-860-9642; From Israel: 03-918-0687

A replay will be available from May 31, 2012 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, and amortization a non-recurring expense 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 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 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, 2012		December 31, 2011
	Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	764	$	1,468
Restricted cash		121		123
Trade receivables		17,823		14,427
Other accounts receivable and prepaid expenses		2,495		1,946
Inventories		3,826		4,467
Total current assets		25,029		22,431
LONG-TERM ASSETS:
Long-term accounts receivable		1,366		805
Severance pay fund		8,307		7,474
Property and equipment, net		11,507		10,839
Investment in affiliate		236		266
Other intangible assets, net		3,967		3,030
Goodwill		47,715		44,493
Total long-term assets		73,098		66,907
Total assets	$	98,127	$	89,338

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,
	2012			2011
	Unaudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit and current maturities of long-term loans	$	16,641		$	13,208
Trade payables		10,790			9,821
Deferred revenues and customer advances		9,075			6,890
Other accounts payable and accrued expenses		7,097			7,440
Total current liabilities		43,603			37,359
LONG-TERM LIABILITIES:
Long-term loans from banks		7,509			7,715
Long-term loans from shareholders and others		948			943
Other long-term liabilities		3,275			2,895
Accrued severance pay		9,475			8,625
		21,207			20,178
COMMITMENTS AND CONTINGENT LIABILITIES
EQUITY:
Pointer Telocation Ltd’s shareholders' equity:
Share capital		3,354			3,353
Additional paid-in capital		118,697			119,147
Accumulated other comprehensive income		1,420			837
Accumulated deficit		(96,580	)		(96,743	)
Total Pointer Telocation Ltd’s shareholders' equity		26,891			26,594
Non-controlling interest		6,426			5,207
Total equity		33,317			31,801
LIABILITIES AND SHAREHOLDERS' EQUITY	$	98,127		$	89,338

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,
	2012			2011			2011
	Unaudited
Revenues:
Products	$	7,825		$	7,844		$	31,140
Services		13,783			13,220			54,778
Total revenues		21,608			21,064			85,918
Cost of revenues:
Products		4,625			4,416			18,283
Services		9,496			8,552			37,249
Amortization of intangible assets		60			244			1,498
Total cost of revenues		14,181			13,212			57,030
Gross profit		7,427			7,852			28,888
Operating expenses:
Research and development		716			735			3,082
Selling and marketing		2,282			2,069			8,932
General and administrative		2,673			3,118			11,450
Amortization of intangible assets		504			453			1,821
Impairment of goodwill and intangible assets		-			-			6,216
Total operating expenses		6,175			6,375			31,501
Operating income (loss)		1,252			1,477			(2,613	)
Financial expenses, net		470			398			1,779
Other expenses (income), net		7			(7	)		77
Income (loss) before taxes on income		775			1,086			(4,469	)
Taxes on income		289			357			2,383
Income (loss) after taxes on income		486			729			(6,852	)
Equity in losses of affiliate		48			424			1,634
Net income (loss)		438			305			(8,486	)
Other comprehensive income (loss):
Currency translation adjustments of foreign operations		655			545			(2,605	)
Realized income (losses) on derivatives designated as cash flow hedges		(79	)		42			(219	)
Unrealized income (losses) on derivatives designated as cash flow hedges		263			32			(162	)
Total comprehensive income (loss)
		1,277			924			(11,472	)
Profit (loss) attributable to:
Equity holders of the parent		163			382			(8,527	)
Non-controlling interests		275			(77	)		41
		438			305			(8,486	)

Comprehensive income (loss) attributable to:
Equity holders of the parent		746		869		(10,982	)
Non-controlling interests		531		55		(490	)
		1,277		924		(11,472	)
Earnings (loss) per share attributable to Pointer Telocation Ltd's shareholders:
Basic net earnings per share	$	0.03	$	0.08	$	(1.78	)
Diluted net earnings (loss)  per share	$	0.03	$	0.08	$	(1.79	)

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,
	2012			2011			2011
	Unaudited
Cash flows from operating activities:
Net income (loss)	$	438		$	305		$	(8,486	)
Adjustments required to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment		1,350			1,492			12,710
Accrued interest and exchange rate changes of debenture and long-term loans		(14	)		16			135
Accrued severance pay, net		(37	)		32			487
Gain from sale of property and equipment, net		(38	)		(31	)		(95	)
Equity in losses of affiliate		48			424			1,634
Amortization of stock-based compensation		101			88			515
Impairment loss of loan to minority shareholder in subsidiary		-			-			489
Accrued interest and exchange rate changes of long-term loans to affiliate		28			-			-
Decrease in restricted cash		2			2			10
Increase in trade receivables, net		(3,038	)		(2,930	)		(1,462	)
Decrease (increase) in other accounts receivable and prepaid expenses		(259	)		(692	)		373
Decrease (increase) in inventories		802			176			(1,035	)
Write-off of inventories		-			-			304
Deferred income taxes		-			(17	)		170
Decrease (increase) in long-term accounts receivable		156			220			(177	)
Increase in trade payables		165			1,663			452
Increase in other accounts payable and accrued expenses		1,832			1,810			2,457
Net cash provided by operating activities		1,536			2,558			8,481
Cash flows from investing activities:
Purchase of property and equipment		(1,307	)		(1,377	)		(4,445	)
Proceeds from sale of property and equipment		432			165			1,050
Investment in affiliate		(729	)		(543	)		(1,740	)
Acquisition of Subsidiary (a)		(251	)
Purchase of activity (b)		(3,125	)		-			-
Proceeds from sale of investments in previously consolidated subsidiaries (c)		-			-			39
Net cash used in investing activities		(4,980	)		(1,755	)		(5,096	)

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,
	2012			2011			2011
	Unaudited
Cash flows from financing activities:
Proceeds from issuance of shares and exercise of warrants		5			23			281
Repayment of long-term loans from banks		(2,607	)		(1,912	)		(8,937	)
Repayment of long-term loans from others		-			(8	)		(1,071	)
Receipt of long-term loans from banks		3,181			1,944			8,384
Dividend paid to the non-controlling interest		-			-			(1,594	)
Short-term bank credit, net		2,130			(1,789	)		(1,002	)
Net cash provided (used) in financing activities		2,709			(1,742	)		(3,939	)
Effect of exchange rate changes on cash and cash equivalents		31			214			(211	)
Decrease in cash and cash equivalents		(704	)		(725	)		(765	)
Cash and cash equivalents at the beginning of the period		1,468			2,233			2,233
Cash and cash equivalents at the end of the period	$	764		$	1,508		$	1,468

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,
		2012			2011			2011
(a)	Acquisition of subsidiary:
	Property and equipment	$	22		$	-		$	-
	Technology		58			-			-
	Goodwill		304			-			-
	Minority Interest		(133	)		-			-
		$	251		$	-		$	-
(b)	Purchase of activity:
	Working capital	$	27		$	-		$	-
	Property and equipment		112			-			-
	Customer list		1,364			-			-
	Goodwill		1,669			-			-
	Accrued severance pay, net		(23	)		-			-
	Employees accruals		(24	)		-			-
		$	3,125		$	-		$	-
(c)	Proceeds from sale of investments in previously consolidated subsidiaries:
	The subsidiaries' assets and liabilities at date of sale:
	Working capital (excluding cash and cash equivalents)	$	-		$	-		$	32
	Non-controlling interests		-			-			426
	Loss from sale of subsidiaries		-			-			(110	)
	Receivables for sale of investments in subsidiaries		-			-			(309	)
		$	-		$	-		$	39

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,
	2012		2011		2011
	Unaudited
GAAP Net income (loss) as reported	$	438	$	305	$	(8,486	)
amortization and impairment of intangible assets		564		697		9,535
Stock based compensation   expenses		101		88		515
non-cash tax expenses resulting from timing differences   relating to the amortization of acquisition-related   intangible assets and goodwill		218		156		2,365
Non-GAAP Net income	$	1,321	$	1,246	$	3,929

Adjusted EBITDA

	Three months ended March 31,				Year ended December 31,
	2012		2011		2011
	Unaudited
GAAP Net income (loss) as reported:	$	438	$	305	$	(8,486	)
One time charge attributable to efforts to expand services to Israeli insurance companies		-		486		486
Financial expenses, net		470		398		1,779
Tax on income		289		357		2,383
Stock based compensation  expenses		101		88		515
Depreciation and amortization		1,338		1,492		12,710
Non-GAAP Adjusted EBITDA	$	2,636	$	3,126	$	9,387