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 November 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 November 28, 2012, Pointer Telocation Ltd. issued a press release announcing its Q3 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 November 28, 2012, announcing Pointer Telocation’s Q3 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: November 28, 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 Q3 2012 Financial Results:

· Revenues of $20.2M

· Non-GAAP Net Income of $ 1.4M

· Adjusted EBITDA $2.5M

Rosh HaAyin, Israel November 28th, 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 third quarter of 2012.

Financial Highlights

Revenues: Pointer's revenues for the third quarter of 2012 decreased 9.7% to $20.2 million, as compared to $22.3 million in the third quarter of 2011.

International activities for the third quarter of 2012 were 26% of total revenues compared to 28% in the comparable period of 2011.

Revenues from products in the third quarter of 2012 were $7 million, compared to $8.3 million in the same period in 2011. (34.7% and 37.1%, of revenues respectively).

Pointer’s revenues from services in the third quarter of 2012 decreased 6.3% to $13.2 million, from $14.1 million, in the comparable period of 2011 (65.3% and 62.9%, of revenues respectively).

Gross Profit: In the third quarter of 2012, gross profit decreased 12% to $6.8 million from $7.6 million in the third quarter of 2011.

Operating Income: In the third quarter of 2012, operating income was $1.2 million, similar  to $1.2 million in the third quarter of 2011.

Net Income: Pointer recorded net income attributable to Pointer’s shareholders for the third quarter of 2012 of $229 thousand or $0.04 per share, compared to a net loss of $188 thousand or a $0.04 loss per share in the third quarter of 2011.

Net income attributable to a non-controlling interest in affiliates in the third quarter of 2012 was $123 thousand compared to $277 thousand for the comparable period in 2011.

Adjusted EBITDA: Pointer’s adjusted EBITDA for the third quarter of 2012 was $2.5 million, as compared to $2.6 million in the comparable period in 2011.

David Mahlab, Pointer's Chief Executive Officer, commented on the results: "We have succeeded in maintaining our bottom line results though our revenue declined this quarter. The declining revenues are mainly as a result of currency exchange rates and weakness in sales of the technology sector due to global economy conditions. We have concentrated on improving our operations in order to face prevailing market conditions and to accommodate our expense level. We expect the weak global economy to continue to affect us, but expect that our efforts in launching new products and our additional investment in Latin America together with continued improvement of our operating costs will enable us to achieve our long term goals."

Conference Call Information:

Pointer Telocation's management will host today, Wednesday, November 28th, 2012 a conference call with the investment community to review and discuss the financial results of Q3 2012, 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 November 29th, 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, net loss from discontinued operations, financial expenses, taxes, depreciation, the effects of non-cash stock-based compensation expense, amortization and non-cash impairment of goodwill and intangible assets.

We calculate non-GAAP net income by adding back to net income, netloss from discontinued operations, the effects of non-cash stock based compensation expenses, 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 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 45 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 FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2012

IN U.S. DOLLARS

UNAUDITED

INDEX

	Page
Interim Consolidated Balance Sheets	2 - 3
Interim Consolidated Statements of Income and Comprehensive Income	4 - 5
Interim Consolidated Statements of Cash Flows	6 - 8
Additional Information	9

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	September 30,		December 31,
	2012		2011
	Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,074	$	1,468
Restricted cash		113		123
Trade receivables		16,958		14,427
Other accounts receivable and prepaid expenses		2,529		1,946
Inventories		4,161		4,467
Total current assets		25,835		22,431
LONG-TERM ASSETS:
Long-term accounts receivable		551		805
Severance pay fund		8,401		7,474
Property and equipment, net		10,300		10,839
Investment and long term loans to affiliate		771		266
Other intangible assets, net		2,672		3,030
Goodwill		45,147		44,493
Total long-term assets		67,842		66,907
Total assets	$	93,677	$	89,338

The accompanying notes are an integral part of the interim consolidated financial statements.

2

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED BALANCE SHEETS

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

	September 30,			December 31,
	2012			2011
	Unaudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank credit and current maturities of long-term loans	$	12,468		$	13,208
Trade payables		10,156			9,821
Deferred revenues and customer advances		7,392			6,890
Other accounts payable and accrued expenses		7,028			7,440
Total current liabilities		37,044			37,359
LONG-TERM LIABILITIES:
Long-term loans from banks		8,022			7,715
Long-term loans from shareholders and others		931			943
Other long-term liabilities		3,691			2,895
Accrued severance pay		9,652			8,625
		22,296			20,178
COMMITMENTS AND CONTINGENT LIABILITIES
EQUITY:
Pointer Telocation Ltd’s shareholders' equity:
Share capital		3,871			3,353
Additional paid-in capital		120,570			119,147
Accumulated other comprehensive income		(190	)		837
Accumulated deficit		(96,147	)		(96,743	)
Total Pointer Telocation Ltd’s shareholders' equity		28,104			26,594
Non-controlling interest		6,233			5,207
Total equity		34,337			31,801
LIABILITIES AND SHAREHOLDERS' EQUITY	$	93,677		$	89,338

The accompanying notes are an integral part of the interim consolidated financial statements.

3

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

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

	Nine months ended September 30,				Three months ended September 30,				Year ended  December 31,
	2012		2011		2012		2011		2011
	Unaudited
Revenues:
Products	$	22,525	$	24,084	$	7,009	$	8,287	$	31,140
Services		40,421		41,429		13,162		14,046		54,778
Total revenues		62,946		65,513		20,171		22,333		85,918
Cost of revenues:
Products		13,406		13,784		4,126		4,894		18,283
Services		28,391		27,858		9,317		9,610		37,249
Amortization of intangible assets		181		733		60		244		1,498
Total cost of revenues		41,978		42,375		13,503		14,748		57,030
Gross profit		20,968		23,138		6,668		7,585		28,888
Operating expenses:
Research and development		2,036		2,290		647		783		3,082
Selling and marketing		6,583		6,839		2,138		2,493		8,932
General and administrative		6,986		8,579		2,177		2,612		11,450
Amortization of intangible assets		1,486		1,383		481		459		1,821
Impairment of goodwill and intangible assets		-		-		-		-		6,216
Total operating expenses		17,091		19,091		5,443		6,347		31,501
Operating income		3,877		4,047		1,225		1,238		(2,613	)
Financial expenses, net		1,285		1,370		357		520		1,779
Other expenses (income), net		12		92		3		101		77
Income before taxes on income		2,580		2,585		865		617		(4,469	)
Taxes on income		738		950		192		257		2,383
Income after Income taxes		1,842		1,635		673		360		(6,852	)
Equity in losses of affiliate		106		1,069		25		271		1,634
Income from continuing operations		1,736		566		648		89		(8,486	)
Loss from discontinued operations, net		995		-		296		-		-
Net income (loss)		741		566		352		89		(8,486	)

The accompanying notes are an integral part of the interim consolidated financial statements.

4

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

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

	Nine months ended September 30,						Three months ended September 30,						Year ended December 31,
	2012			2011			2012			2011			2011
	Unaudited
Other comprehensive income (loss):
Currency translation adjustments of foreign operations		(960	)		(1,871	)		(35	)		(2,978	)		(2,605	)
Realized losses on derivatives designated as cash flow hedges		237			(225	)		76			(76	)		(219	)
Unrealized losses on derivatives designated as cash flow hedges		(31	)		(61	)		(5	)		(273	)		(162	)
Total comprehensive income (loss)		(13	)		(1,591	)		388			(3,238	)		(11,472	)
Profit from continuing operations attributable to:
Equity holders of the parent		1,224			238			503			(188	)		(8,527	)
Non-controlling interests		512			328			145			277			41
		1,736			566			648			89			(8,486	)
Loss from discontinued operations attributable to:
Equity holders of the parent		630			-			274			-			-
Non-controlling interests		365			-			22			-			-
		995			-			296			-			-
Total comprehensive income (loss) attributable to:
Equity holders of the parent		(110	)		(1,476	)		229			(2,776	)		(10,982	)
Non-controlling interests		97			(115	)		159			(462	)		(490	)
		(13	)		(1,591	)		388			(3,238	)		(11,472	)
Earnings (loss) per share attributable to Pointer Telocation Ltd's shareholders:
Basic net earnings (loss) per share	$	0.12		$	0.05		$	0.04		$	(0.04	)	$	(1.78	)
Diluted net earnings (loss) per share	$	0.12		$	0.04		$	0.04		$	(0.04	)	$	(1.79	)

The accompanying notes are an integral part of the interim consolidated financial statements.

5

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Nine months ended September 30,						Three months ended September 30,						Year ended  December 31,
	2012			2011			2012			2011			2011
	Unaudited
Net income (loss)	$	741		$	566		$	352		$	89		$	(8,486	)
Adjustments required to reconcile net income         to net cash provided by operating activities:
Depreciation, amortization and impairment		4,270			4,646			1,211			1,578			12,710
Accrued interest and exchange rate changes of debenture and long-term loans		19			100			16			6			135
Accrued severance pay, net		103			552			148			202			487
changes of long-term loans to affiliate		34			-			6			-			-
Gain from sale of property and equipment, net		(228	)		(138	)		(104	)		(85	)		(95	)
Equity in losses of affiliate		106			1,069			25			271			1,634
Stock-based compensation expenses		222			352			55			122			515
Impairment loss of loan to minority shareholder in subsidiary		-			-			-			-			489
Decrease in restricted cash		10			7			4			3			10
Decrease (increase) in trade receivables, net		(2,872	)		(3,170	)		(555	)		510			(1,462	)
Decrease (increase) in other accounts receivable and prepaid expenses		(460	)		287			182			406			373
Decrease (increase) in inventories		358			(1,244	)		(441	)		(756	)		(1,035	)
Write-off of inventories		109			66			25			28			304
Deferred income taxes		-			58			-			90			170
Decrease (increase) in long-term accounts receivable		269			271			36			(68	)		(177	)
Increase (decrease) in trade payables		386			1,719			(587	)		963			452
Increase (decrease) in other accounts payable and accrued expenses		1,121			2,217			(284	)		(423	)		2,457
Net cash provided by operating activities		4,188			7,358			89			2,936			8,481
Cash flows from investing activities:
Purchase of property and equipment		(3,215	)		(3,930	)		(818	)		(1,321	)		(4,445	)
Proceeds from sale of property and equipment		1,194			676			448			405			1,050
Investment and loans/Repayments in affiliate		(694	)		(1,496	)		23			(390	)		(1,740	)
Acquisition of Subsidiary (a)		(251	)		-			-			-			-
Purchase of activity (b)		(3,125	)		-			-			-			-
Proceeds from sale of investments in previously consolidated subsidiaries (c)		-			39			-			39			39
Net cash used in investing activities		(6,091	)		(4,711	)		(347	)		(1,267	)		(5,096	)

The accompanying notes are an integral part of the interim consolidated financial statements.

6

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Nine months ended September 30,						Three months ended September 30,						Year ended December 31,
	2012			2011			2012			2011			2011
	Unaudited
Cash flows from financing activities:
Proceeds from issuance of shares and exercise of options, net		1,945			48			1,803			15			281
Repayment of long-term loans from banks		(9,397	)		(6,096	)		(3,740	)		(1,607	)		(8,937	)
Repayment of long-term loans from others		-			(1,061	)		-			(1,039	)		(1,071	)
Receipt of long-term loans from banks, shareholders and others		9,324			6,232			1,687			(16	)		8,384
Dividend paid to the non-controlling interest		-			(896	)		-			-			(1,594	)
Short-term bank credit, net		(39	)		(1,631	)		(302	)		259			(1,002	)
Net cash provided by (used in) financing activities		1,833			(3,404	)		(552	)		(2,388	)		(3,939	)
Effect of exchange rate on cash and cash equivalents		676			(320	)		549			(388	)		(211	)
Increase (decrease) in cash and cash equivalents		606			(1,077	)		(261	)		(1,107	)		(765	)
Cash and cash equivalents at the beginning of the period		1,468			2,233			2,335			2,263			2,233
Cash and cash equivalents at the end of the period	$	2,074		$	1,156		$	2,074		$	1,156		$	1,468

The accompanying notes are an integral part of the interim consolidated financial statements.

7

POINTER TELOCATION LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

		Nine months ended September 30,						Three months ended September 30,					Year ended  December 31,
		2012			2011			2012		2011			2011
		Unaudited
(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		$	-	$	32		$	32
	Non-controlling interests					426					426			426
	Gain (Loss) from sale of subsidiaries		-			(110	)		-		(110	)		(110	)
	Receivables for sale of investments in subsidiaries		-			(309	)		-		(309	)		(309	)
		$	-		$	39		$	-	$	39		$	39

8

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

	Nine months ended September 30,				Three months ended September 30,				Year ended  December 31,
	2012		2011		2012		2011		2011
	Unaudited
GAAP Net income (loss) as reported:	$	741	$	566	$	352	$	89	$	(8,486	)
Loss from discontinued operations, net		995		-		296		-		-
amortization and impairment of goodwill and  intangible assets from continuing operations		1,667		2,116		541		703		9,535
Stock based compensation  expenses		222		352		55		122		515
non-cash tax expenses resulting from timing differences relating to the amortization of acquisition-related intangible assets and goodwill		619		479		200		163		2,365
Non-GAAP Net income	$	4,244	$	3,513	$	1,444	$	1,077	$	3,929

Adjusted EBITDA

	Nine months ended September 30,				Three months ended September 30,				Year ended  December 31,
	2012		2011		2012		2011		2011
	Unaudited
GAAP Net income (loss) as reported:	$	741	$	566	$	352	$	89	$	(8,486	)
Loss from discontinued operations, net		995		-		296		-		-
One time charge attributable to efforts to expand services to Israeli insurance companies		-		486		-		-		486
Financial expenses, net		1,285		1,370		357		520		1,779
Tax on income		738		950		192		257		2,383
Stock based compensation  expenses		222		352		55		122		515
Depreciation , amortization and impairment of goodwill and intangible assets		3,922		4,646		1,216		1,578		12,710
Non-GAAP Adjusted EBITDA	$	7,903	$	8,370	$	2,468	$	2,566	$	9,387

9