8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  March 26, 2009

	Intelli-Check – Mobilisa, Inc.
(Exact name of registrant as specified in charter)
Delaware		001-15465	11-3234779
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
191 Otto Street, Port Townsend, WA			98368
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:  (360) 344-3233

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.                                Results of Operations and Financial Condition

On March 26, 2009, Intellicheck Mobilisa, Inc. (the “Company”) issued a press release containing its results of the fourth quarter and fiscal year ended December 31, 2008. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

On March 26, 2009, the Company held an investor’s conference call to discuss the results of the fourth quarter and fiscal year ended December 31, 2008 including the results of its goodwill impairment review.  This Current Report on Form 8-K includes a copy of the script of the comments made by Management as Exhibit 99.2.

The information in this Report, including the exhibit, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.                                Exhibits.

(99) Exhibits

Exhibit	Description
99.1	Press Release dated March 26, 2009
99.2	Script of conference call comments

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 hereunto duly authorized.

INTELLI-CHECK – MOBILISA, INC.
By:	/s/ Peter J. Mundy
	Name: Peter J. Mundy
	Title:  Vice President Finance & CFO

Dated:  March 26, 2009

2

Exhibit Index

Exhibit	Description
99.1	Press Release dated March 26, 2009
99.2	Script of conference call comments

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Intellicheck Mobilisa, Inc.	The Investor Relations Group
Kenna Pope, 360-344-3233, ext. 119	James Carbonara, 212-825-3210
kenna.pope@icmobil.com
	Media Relations:
	Laura Colontrelle, 212-825-3210

INTELLICHECK MOBILISA ANNOUNCES FOURTH QUARTER FINANCIAL RESULTS

-Conference Call Scheduled for Today at 1:00 p.m. ET -

Port Townsend, WA – March 26, 2009: Intellicheck Mobilisa (NYSE Amex: IDN)announced today its financial results for the fourth quarter and year ending December 31, 2008.

For the year ended December 31, 2008, Company revenues increased approximately 183% to $9,954,686from $3,511,908 reported in the prior year. Revenues from the Company's historical business increased 12% to $3,950,627 and Mobilisa contributed $6,004,059. It also stated that it completed its annual impairment testing of goodwill and other intangible assets in accordance with Statement of Financial Accounting Standards (SFAS) 142 "Goodwill and Other Intangible Assets."  As a result of a decrease in the market price of the Company's common stock, reflecting the overall market conditions of recent months, the Company recorded a non-cash impairment adjustment to goodwill of approximately $32.2 million as of December 31, 2008.

The Company had positive cash flow from operating activities for the year of over $800,000.  After the goodwill impairment charge, the net loss for the year was $33,061,704, or $(1.47) per share in 2008.  Basic and diluted weighted average shares outstanding used in computing the pershare amount was 22,453,635for the year ended December 31, 2008. The Company’s backlog, which consists of non-cancelable sales orders of products not yet shipped or services to be performed, was $10.0 million compared to $1.9 million in the prior year period.

Revenues for the fourth quarter were $2,552,560compared to $1,230,375 reported for the same period in 2007.  Revenues from the Company's historical business decreased 44% to $710,783 and Mobilisa contributed $1,841,777. The Company had positive cash flow from operating activities of approximately $130,000 in the fourth quarter.  After the goodwill impairment charge, the net loss was $32,549,951, or $(1.29) per share.  Basic and diluted weighted average shares outstanding used in computing the pershare amount was 25,196,685 in the quarter ended December 31, 2008.

“Our Company is growing, and generated positive cash flows three quarters in a row. We did record a ‘write down’ adjustment in Q4 of goodwill due to recent stock market conditions, as many other companies, such as Google and L1 did,” said Dr Nelson Ludlow, CEO.  “I am even more optimistic with our new products, added sales staff, and new patents awarded and pending.  We are much healthier and stronger company than we were just one year ago at the time of the merger.”

IDN will host a conference call for members of the investment community today at 1:00 p.m. Eastern / 10am Pacific Time.  Interested parties dial (877) 407-8037 approximately 10 minutes before the scheduled beginning.  For callers outside the U.S., please dial (201) 689-8037.  For those unable to participate in the live conference, a recording will be available for 48 hours after the call.  The rebroadcast can be accessed by dialing 877-660-6853 and 201-612-7415 for international callers.  The account access code is 327 and replay ID is 312805. After the 48 hour window, please visit our website for the rebroadcast at http://www.icmobil.com/About/presentations.aspx.

INTELLICHECK MOBILISA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS*

	Three Months Ended						Year Ended
	December 31,						December 31,
	2008			2007			2008			2007
	Unaudited
REVENUES	$	2,552,560		$	1,230,375		$	9,954,686		$	3,511,908
COST OF REVENUES		(708,695	)		(514,894	)		(2,687,752	)		(1,390,941	)
Gross profit		1,843,865			715,481			7,266,934			2,120,967
OPERATING EXPENSES
Selling		402,443			373,957			1,574,355			1,534,660
General and administrative		1,188,102			495,340			4,300,953			2,333,154
Research and development		638,743			256,946			2,330,130			1,088,004
Goodwill impairment charge		32,171,659			-			32,171,659			-
Total operating expenses		34,400,947			1,126,243			40,377,097			4,955,818
Loss from operations		(32,557,082	)		(410,762	)		(33,110,163	)		(2,834,851	)
OTHER INCOME (EXPENSE)
Interest income		9,062			25,987			60,589			161,633
Other expense		(1,931	)		-			(12,130	)		-
		7,131			25,987			48,459			161,633
Net loss	$	(32,549,951	)	$	(384,775	)	$	(33,061,704	)	$	(2,673,218	)
PER SHARE INFORMATION:
Net loss per common share -
Basic and diluted	$	(1.29	)	$	(0.03	)	$	(1.47	)	$	(0.22	)
Weighted average common shares used
in computing per share amounts -
Basic and diluted		25,196,685			12,281,728			22,453,635			12,262,958

* Due to the weighted average common share computations, quarterly net loss per share may not add up to the total loss per share for the year.

CONDENSED CONSOLIDATED BALANCE SHEETS*

ASSETS
	December 31,		December 31,
	2008		2007
CURRENT ASSETS:
Cash and cash equivalents	$	3,400,948	$	392,983
Marketable securities and short-term investments		-		1,650,000
Accounts receivable, net of allowance of $22,038 and $10,000
as of December 31, 2008 and December 31, 2007		1,392,285		1,076,732
Inventory		39,350		62,784
Other current assets		230,901		543,571
Total current assets		5,063,484		3,726,070
PROPERTY AND EQUIPMENT, net		464,790		81,464
GOODWILL		11,736,660		-
INTANGIBLE ASSETS		6,877,752		23,961
DEFERRED ACQUISITION COSTS		-		208,000
OTHER ASSETS		51,395		34,916
Total assets	$	24,194,081	$	4,074,411
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	144,062	$	150,099
Accrued expenses		616,999		533,609
Deferred revenue		1,900,528		1,278,869
Income taxes payable		168,732		-
Total current liabilities		2,830,321		1,962,577
OTHER LIABILITIES		724,234		91,681
Total liabilities		3,554,555		2,054,258
STOCKHOLDERS’ EQUITY:		20,639,526		2,020,153
Total liabilities and stockholders’ equity	$	24,194,081	$	4,074,411

*The acquisition of Mobilisa was completed on March 14, 2008, and therefore the results of operations are included in the financial statements for the period March 15, 2008 through December 31, 2008.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
BALANCE, January 1, 2008		12,281,728	$	12,282	$	46,668,941	$	(44,661,070	)	$	2,020,153
Stock-based compensation expense		-		-		322,272		-			322,272
Issuance of common stock for the acquisition of Mobilisa, Inc.		12,281,650		12,282		50,951,604		-			50,963,886
Issuance of common stock as directors compensation		97,971		98		73,906		-			74,004
Exercise of stock options		673,826		622		287,087		-			287,709
Net loss		-		-		-		(33,061,704	)		(33,061,704	)
BALANCE, December 31, 2008		25,335,175	$	25,335	$	98,336,965	$	(77,722,774	)	$	20,639,526

###

Intellicheck Mobilisa is a leading technology company, developing and marketing wireless technology and identity systems for various applications including: mobile and handheld wireless devices for the government, military and commercial markets.  Products include the Defense ID system, an advanced ID card access control product currently protecting over 50 military and federal locations. ID-Check is a technology that instantly reads, analyzes, and verifies encoded data in magnetic stripes and barcodes on government-issue IDs from approximately 60 U.S. and Canadian jurisdictions to determine if the content and format are valid.

Safe Harbor Statement

Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. When used in this press  release, words such as "will," "believe," "expect," "anticipate," "encouraged" and similar expressions, as they relate to the company or its management, as well as assumptions made by and information currently available to the company's management identify forward-looking statements. Actual results may differ materially from the information presented here. Additional information concerning forward looking statements is contained under the heading of risk factors listed from time to time in the company's filings with the SEC. We do not assume any obligation to update the forward-looking information.

Contact:

Intellicheck Mobilisa, Inc.

Kenna Pope, 360-344-3233 ext. 119

kenna.pope@icmobil.com

or

The Investor Relations Group

James Carbonara, 212-825-3210

or

Media Relations:

Laura Colontrelle, 212-825-3210

EX-99.2

Exhibit 99.2

Script –

Q4 and End of Year 2008 Conference Call - 26 March 2009

Operator:  Good day and welcome to the Intellicheck Mobilisa’s 2008 4th Quarter and End of Year Conference Call.  Today’s conference is being recorded.

At this time, I would like to turn the conference over to Mr. James Carbonara of The Investor Relations Group, who is the IR firm, for Intellicheck Mobilisa.  Please go ahead.

James Carbonara:  Thank you very much, and welcome everyone.  Thank you for joining us today for our “2008 4th Quarter and End of Year Conference Call” to discuss Intellicheck Mobilisa’s results for the fiscal quarter ending December 31st, 2008.  In a moment, I will call upon our CEO to lead today’s call.

Before I do that, I will take a few minutes to read the forward-looking statement.  Certain statements in this conference call constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended.  When used in this conference call, words such as will, believe, expect, anticipate, encouraged, and similar expressions as they relate to the company or its management, as well as assumptions made by, and information currently available to the company’s management, identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances, and the Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise.

Additional information concerning forward-looking statements is contained under the heading of risk factors listed from time-to-time in the company’s filings with the Securities and Exchange Commission.

With that out of the way, I would now like to introduce Dr. Nelson Ludlow, Intellicheck Mobilisa’s Chief Executive Officer, to preside over today’s call.

Nelson Ludlow:Thank you, James.Welcome shareholders and potential investors.

On the call with me today is Pete Mundy, our Chief Financial Officer.

 We issued a press release this morning formally stating our Q4 and End of Year financial results.  As we said last week, our financial results were solid.  We had revenue of approximately $10 Million for the Year, or over $11 Million if you include the slightly more than $1M of Mobilisa revenue from pre-merger, and we had positive cash flow from operations for the third quarter in a row.  We had no burn of cash, have no debt, and increased the cash position to approximately $3.4M for December 31st.

 What is new is that we completed our annual impairment testing of goodwill and other intangible assets. Due to the decrease in the market price of the Company's common stock, the Company recorded a non-cash impairment adjustment or “write down” of goodwill of approximately $32.2 million, for Q4.

 Let me emphasize this is a Non-Cash Expense.  So while it does affect “P and L” for 2008, it does not change our revenue, or that we brought more money in than we spent, or that we increased our cash position.  Other companies, such as Google and L-1, performed a similar accounting housekeeping of writing-down Goodwill and/or Intangibles in Q4.

 My personal view is this is a good thing.  If it was only a write-down of goodwill, I would view it as a neutral event.  In this case, we also were able to reallocate our mix of intangible assets and goodwill associated with the acquisition of Mobilisa, and in turn write-down Goodwill. This will have a direct positive impact upon “P and L” for future quarters.

 I’ll ask Pete Mundy, our CFO, to briefly discuss the Goodwill and Intangible adjustments and the SFAS 142 Analysis that he and the auditors performed.   Pete.

Pete Mundy:Thank you Nelson.

 As Nelson has stated, we  completed our audit, which had been delayed because of the ongoing evaluation of the carrying value of our goodwill which was precipitated by the decline in the Company’s stock price towards the end of the year and as well as the continued drop in our market price subsequent to year end.

 We performed our analysis of impairment of goodwill in accordance with Statement of Financial Accounting Standards (SFAS) 142 "Goodwill and Other Intangible Assets" which is done annually as of December 31st each year.   The computation of the write down is based on a discounted cash flow analysis supported by comparative market multiples to determine the fair values of our business unit versus its book value.  The computations are complex and we had help from an outside valuation firm who performed the valuation models, and this was in concert with our Audit firm.

 At the date of the merger with Mobilisa on March 14, 2008, we estimated the purchase price allocation based on information available at that time.  The accounting rules allow for us to finalize the purchase price allocation up to one year from the date of the merger.  During the year end impairment analysis, we were able refine the initial estimates made based upon better and updated assumptions as well as taking into account the impact of the current market environment.  At December 31, 2008, we finalized our purchase price allocation resulting in an increase in the carrying value of goodwill and a decrease in the identified intangible assets by $6,293,000.  The impact of this change will be a reduction in the future non-cash merger related charges.  In 2009, the impact will reduce these non-cash charges by approximately $847,000, which will go right to the bottom line on our Statement of Operations.  Over the next five years, the impact is close to $2.5 million.

 After the finalization of the purchase allocation, at December 31, 2008, the Company had goodwill of $43,900,000, which represented the aggregate of the excess purchase price for the acquired business of Mobilisa over the fair value of the net assets acquired.

 Fair value is determined primarily using the discounted cash flow method, although market transactions and multiples are also considered. Such analysis requires the use of certain future market assumptions and discount factors, which are subjective in nature.  Estimated values can be affected by many factors beyond the company’s control such as business and economic trends, government regulation, and technology changes.

 The Company utilized a valuation advisor to assist in performing the impairment analyses and valuations.  Estimates of fair values were primarily based on the discounted cash flows based upon the Company’s latest plans and projections. The use of the discounted cash flow method requires significant judgments and assumptions of future events many of which are outside the control of the Company, including estimates of future growth rates, income tax rates, and discount rates, among others. In addition, the use of market transactions and multiples requires significant judgment as to whether observed data is comparable to the reporting units being evaluated and how much weight should be given to such data in the valuation. Management believes that the assumptions used to determine fair value are appropriate and reasonable. However, changes in circumstances or conditions affecting these assumptions could have a significant impact on the fair value determination.

 As of December 31, 2008, the Company compared the carrying amounts of its reporting unit to its estimated fair value, and determined that the carrying amount exceeded its fair value.  The test determined that there was an impairment related to the carrying value of goodwill and the Company recorded an impairment charge of $32,172,000 in the fourth quarter of 2008.

 The goodwill impairment charge was primarily driven by adverse equity market conditions and the resulting decrease in current market multiples and the Company's stock price as of December 31, 2008, as well as the deteriorating economic conditions that manifested themselves in the fourth quarter of 2008.

 It is important to note, again, that this goodwill write-down is a non-cash charge and does not impact the Company's business operations.

 Since, I already addressed the results of the year, prior to the impact of the impairment charges, in the last conference call; I will just address a few highlights that were included in the press release put out this morning.  The full 10-K is expected to be filed with the SEC by Monday.

 Once again, the information includes the results of Mobilisa for the period March 15, 2008 through December 31, 2008, since the merger was completed on March 14, 2008.

 For the year ended December 31, 2008, Company revenues increased approximately 183% to $9,955,000 from $3,512,000 reported in the prior year. Revenues from the Company's historical business increased 12% to $3,951,000 and Mobilisa contributed $6,004,000.  Excluding the impact of the goodwill impairment charges, our net loss decreased 66.7 percent to $890,000 or $(0.04) per share for the year ended December 31, 2008 from $2,673,000 or $(0.22) per share for the year ended December 31, 2007.  After the goodwill impairment charge, the net loss for the year was $33,000,000, or $(1.47) per share in 2008.  Basic and diluted weighted average shares outstanding used in computing per share amounts were 22,453,635 and 12,262,958 in the years ended December 31, 2008 and 2007, respectively. As of December 31, 2008, our backlog, which represents non-cancellable sales orders for products not yet shipped or services to be performed, was approximately $10 million, compared to $1.9 million as of December 31, 2007.  This significant increase is principally a result of backlog from Mobilisa.

 Going to the fourth quarter, revenues for the quarter ending December 31, 2008 increased 107 percent to $2,553,000 compared to $1,230,000 for the previous year. We had a net loss in the fourth quarter of 2008 of $378,000 or $(0.02) per share, prior to the impact of the goodwill impairment charge, compared to the net loss of $385,000 or $(0.03) for the fourth quarter of 2007.  After the goodwill impairment charge, the net loss for the fourth quarter was $32,550,000, or $(1.29) per share in 2008.

 At December 31, 2008, we had approximately $3.4 million in cash and cash equivalents.  We have no bank financing, nor do we have any long-term debt. After the goodwill impairment charge, our total assets are $24.2 million and we have shareholders’ equity of $20.6 million.

 Back to Nelson.

Nelson Ludlow:Thank you Pete.

 Let me briefly recap the business highlights.

 We expect to file the 10-K within the next two business days.

 We brought in more money than we spent in Q4, and also closed the year in the same situation.  We turned around from using $2.2M in cash in operations last year, to generally positive cash of over $800K this year for a nearly $3M swing in just over 9 months.

 We improved our position in cash as well.  As you know, to me, one of the best indicators of a company is what I call a health number, which is the cash (and cash equivalent) plus Accounts Receivable minus Accounts Payable.  While this is not a GAAP number, it is useful to us to determine whether our business is moving in the right direction.  In a healthy company that number should go up.  The management team has improved the Health number every quarter and this was true for Q4 also.

 Therefore, we had no burn of cash this quarter.  In fact, Cash and investments at the end of the quarter were up and closed at December 31st at $3.4M, up from 30 September of $2.3 million.

 Since Q4, we have received an Army-wide ATO and we have hired three key people in our Sales Team.

 We have engaged an Investor Relations firm, that I have high confidence in—Investor Relations Group or IRG led by Dr. Dian Griesel and her team.  You will see steady increased involvement in our Investor Relations Program.  I am very impressed with this firm.  We are already making progress.

 We are also were pleased with our recent announcement of the sale of our Defense ID system to a commercial company of Force Protection or NASDAQ:FRPT to help protect the critical plants building military vehicles, and the announcement of our partnership with Georgia Technology Authority or GTA to provide an online tool offered by the State of Georgia that provides a simple, instant solution to stop anyone using a fraudulent Georgia drivers license or identification card to access services. Businesses can verify drivers’ license information against the state database to prevent fraud, minimize loss and document verification when anyone presents a Georgia Drivers License.

 Also, we received a new patent for Identity Systems from the US Patent & Trademark office that was just awarded.  We have over 10 other applications of various forms in the works for filing for new Intellectual Property.

 Let me end on a theme I mentioned on the call last week.  We have converted the company from the Old Intellicheck that was losing money to a new company that is making money.  We are a solid $10 to $12M a year revenue company and making money without taking into account non-cash expenses.  However, my vision is that I want to shift us to the new level, to increases sales, to get us to the $20 to $25M a year in revenue.  Obviously that is the first step, but let’s make that our next short term goal.

 Pete Mundy and I are available to answer any questions you have.

Question and Answer Session

During the Question and Answer session on the conference call, one of the questions asked about key man insurance. The Company answered that this was an issue we would confirm. The answer is that Company does not currently have key man insurance.