zk1314042.htm

ROADSHOW PRESENTATION

DECEMBER 2013

Issuer Free Writing Prospectus dated December 9, 2013

Filed pursuant to Rule 433

Relating to Preliminary Prospectus dated December 9, 2013

Registration Statement No. 333-189810

§ Forward looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities Exchange Act of 1934, as amended) regarding Supercom Corporation
(Supercom) and/or its subsidiaries collective the company, to the extent such statements do not relate to
historical or current fact. Forward Looking Statements are based on management’s expectations,
estimates, projections and assumptions. Forward looking statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements
are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to
predict. Therefore, actual future results, performance and trends may differ materially from these forward
looking statements due to a variety of factors, including, without limitation: product and technology
development; the uncertainty of the market for Supercom's products; changing economic conditions;
delay, cancellation or non-renewal, in whole or in part, of contracts or of purchase orders (including as a
result of budgetary cuts resulting from automatic sequestration under the Budget Control Act of 2011);
and other risk factors detailed in Supercom's most recent Annual Report on Form 20-F for the fiscal year
ended December 31, 2012 and other filings with the Securities and Exchange Commission. Supercom
assumes no obligation to update the information in this release. Reference to the Company's website in
this presentation does not constitute incorporation of any of the information thereon into this
presentation. The factors listed above are not all-inclusive, and further information is contained in
Supercom’s latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange
Commission. The factors listed above are not all‐inclusive, and further information is contained in the

Company’s latest annual report on Form 20‐F, which is on file with the U.S. Securities and Exchange

Commission and in its Preliminary Prospectus dated December 9, 2013. All forward looking statements speak

only as of the date of this release. Supercom does not undertake to update its forward-looking statements.

SAFE HARBOR STATEMENT

FREE WRITING PROSPECTUS STATEMENT

This presentation highlights basic information about us and the offering. Because it is a summary, it
does not contain all of the information that you should consider before investing.

We have filed a registration statement (including a preliminary prospectus) with the SEC for the offering
to which this presentation relates. The registration statement has not yet become effective. Before you
invest, you should read the preliminary prospectus in the registration statement (including the risk
factors described therein) and other documents we have filed with the SEC for more complete
information about us and the offering.

You may get these documents for free by visiting EDGAR on the SEC Web site at http://sec.gov. The
preliminary prospectus, dated December 9, 2013, is available on the SEC Web site at
http://www.sec.gov/cgi-bin/browse-edgar?company=supercom&owner=exclude&action=getcompany
Alternatively, any underwriter participating in the offering will arrange to send you the prospectus if you
contact Aegis Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY
10019, telephone: 212-813-1010, e-mail: prospectus@aegiscap.com.

OFFERING SUMMARY

Issuer		SuperCom Ltd.
Exchange / Symbol		NASDAQ / SPCB
Offering Size		• 3,000,000 Ordinary Shares • Approximately $14 million
Over-Allotment Option		15%
Listing		NASDAQ Capital Market
Use of Proceeds		• Funding the purchase of OTI’s SmartID Division; • Working capital needs associated with eID contracts we are bidding on; • other general corporate purposes.
Sole Book-Runner		Aegis Capital Corp.

End-to-end suite of e-ID & RFID products

that eliminate the need to integrate multiple platforms and enable easy operation and deployment

WHAT WE DO

Electronic ID

Profitable, Growing and Cash Generating

Future Engines of Growth

National IDs, Driver Licenses, Passports & e-Govt

RFID (Radio Frequency Identification)

Animal Intelligent

Public Safety

Technology & Knowhow

Arie Trabelsi - CEO

•28 years extensive experience in the Wireless,
Internet and Communication Industries

•Led multiple highly synergistic acquisitions, mergers,
corporate restructurings and public offerings

•Led SuperCom’s full turnaround to profitability

•BSc and MSc in Electrical & Computer Engineering

EXPERIENCED MANAGEMENT TEAM

Doron Ilan - CFO

• Former CFO of 012 Smile Telecom [BCOM]

• Led the successful merger and NASDAQ IPO of
012 Smile

• A wealth of experience in corporate finance,
mergers & acquisitions and public offerings

• 5 years experience at PWC

• MBA & CPA

•Formerly CTO of OTI
SmartID division

•Expert in Smart
card, ID and e-ID
technology

Igor Merling
CTO

Amir Shemesh

VP, EM

•Formerly director at
3M’s EM Division

•Expert in Electronic
Monitoring for Public
Safety

Roni Goldzweig

VP, Engineering

Formerly, Director
EMEA operations at
FreeScale
Semiconductor Israel

Mark Riaboy

VP Nat. Project

•Successfully led a
National Multi-ID
project since 1995

•ID Technologies
expert

Sagiv Zeltser

R&D New Products

Formerly, Chief
New Technologies
Group at 3M’s EM
Division

OTHER KEY TEAM MEMBERS

Ordan Trabelsi - VP BD and US Operations

• Formerly 5 years as Founder & CEO of Klikot.com,
a global big data internet company

• Security R&D Leader - Israeli intelligence unit

• Columbia University - MBA w/ distinction

• Technion - BSc. Comp. Eng. w/ distinction

•Experience in the
Security Industry

•Experience in
operations , integration
of RFID technologies

Brenda Gebhardt

President, PureRFid

§ Successful turnaround with significant upside potential

§ Attractive profit margins: gross margin > 80%, operating margin > 25%

§ Positive, growing free cash flow

§ Minimal capex requirements, $50M NOL tax shield

§ Highly synergistic pending acquisition of OTI’s SmartID Division

§ Pro-Forma 2012 revenues of $26.2m1 & net income of $8.3m1

§ Stable, sticky long-term contracts combined with growth engine

§ Government contracts with high switching costs

§ Leading technology in e-ID and RFID (e-tracking, e-Monitoring)

§ Proprietary IP, including 7 patents in the post-acquisition business

§ Management incentives aligned with shareholders

INVESTMENT HIGHLIGHTS

1. Pro-forma financials includes the results of Supercom and the assumed merged of the OTI SmartID division.
See also pro-forma statement of operations on slide # 26.

§ Supercom signed a definitive agreement to purchase OTI’s
SmartID division - Supercom’s biggest competitor.

§ Attractive Price Ratio - 3.5x /EBITDA

§ OTI Contribution to SuperCom’s EBITDA* = $4.8M

§ Fair value of acquisition cost = $17M

§ Favorable Purchase Price Allocation

§ $10m cash payments in first 12 months

§ Additional earn out of up to $12.5m

§ Deal is currently going through due-diligence and closing expected
shortly

SMARTID ACQUISITION-OVERVIEW

* OTI’s contribution to SuperCom’s EBITDA is calculated as the sum of: OTI SmartID division’s EBITDA and the Pro Forma Adjustments to EBITDA,
as presented and calculated in the reconciliation to Adjusted EBITDA on slide # 25.

§ Strong Revenue Growth

§ Addition of new government contracts and active local subsidiaries via eID
projects in Asia, Africa & South America

§ Acquisition of a deep and broad pipeline of bids in over 20 countries

§ Powerful Complementary IP

§ Broadening of product base, saving Supercom an estimated 3 years in
development and ~$5M in R&D expenses

§ Addition of strong IP assets & patents in the ID and e-ID sphere

§ Elimination of active competition between Supercom and OTI

§ Addition of highly qualified e-ID technical and marketing experts

§ Operational Cost Synergies

HIGHLY STRATEGIC SYNERGIES
EXPECTED FROM ACQUISITION

2012 PRO-FORMA COMBINATION

2012 PRO-FORMA

adjusted EBITDA

$7.9m1

30%

REVENUE

$17.4m

REVENUE

$8.9m

SmartID Division

COMBINED

REVENUE

$26.3m

100%

1. Adjusted EBITDA excludes one time other expense (of $1m) in 2012 . See also full reconciliation to Adjusted EBITDA on slide # 25.

2. 2012 combined adjusted EBITDA is calculated as the sum of: OTI SmartID division’s adjusted EBITDA and
SuperCom’s adjusted EBITDA, as presented and calculated in the reconciliation to Adjusted EBITDA on slide # 25.

TOTAL

SAVINGS OF
$5.6m

In operational
synergies

Item	Estimated Savings
COGS	$1.0m
G&A	$3.0m
S&M	$0.8m
R&D	$0.8m

2012 combined
adjusted

EBITDA

$2.4m2

ELECTRONIC ID (ƩID) DIVISION

“We have a leading position and aim to grow our business in emerging
countries with a strong pipeline and significant growth opportunities.”

Future Upside

Adding more contracts

ƩID SOLUTIONS

Turnkey, end-to-end and
comprehensive solutions
for creation of smart IDs
and passports for various
government ID programs

Population
registries and
censuses

National eIDs

Biometric
passports and
visas

Smart driving
and vehicle
licenses

Biometric
border control
and
immigration

Voter
registration
and elections

Internal
Revenue and
Social Security

e-Government
services

NATIONAL IDS & PASSPORTS

Biometric
passports
available to the
general public

Announced
future
availability of
biometric
passports

No biometric
passport
announced

BIOMETRIC PASSPORTS AVAILABILITY

BY COUNTRY

*Source: Acuity Market Intelligence

COUNTRIES WITH NATIONAL ID & BIOMETRIC/eID PROGRAMS* 2010 & 2015
(projected)

Biometric passport is only first stage

Expected to lead to
Biometric IDs, Drivers’ Licenses
& Government Services

GLOBAL MARKET SIZE FOR BIOMETRIC IDs*

US$ BILLIONS

ATTRACTIVE END MARKETS

Increased globalization
and regulation drive a
need for better ID
systems for a growing
global middle-class

SuperCom offers a full end-to-end solution

geared towards emerging markets

*Source: Frost & Sullivan, 2012

GROWTH FROM RFID DIVISION

Growth Engines

Residential Monitoring

Anti-Wandering

PUBLIC SAFETY

HEALTHCARE & HOMECARE

ANIMAL INTELLIGENCE

LONG RANGE ACTIVE RFID & RTLS
TECHNOLOGIES & SOLUTIONS

§ Highly Energy Efficient with Extended Battery Life

§ Ultra Long Range

§ Lower Costs

Receiving Stations

“From a component provider to a higher margin solution provider.”

§ Prison overcrowding is a major global
problem throughout the world

§ Monitored home detention provides
a surveillance solution for juvenile,
pre-trial and light offenders

§ Comparable: Attenti (bought by 3M for
$230m in 2010)

GLOBAL MARKET SIZE FOR ELECTRONIC MONITORING

US$ MILLIONS

*Source: Incucomm, 2011

2012 estimate:
$1bn

COST OF ELECTRONIC MONITORING

PER OFFENDER PER YEAR

$1-5k

85%+ cost saving per year

COST PER INMATE PER YEAR

$30-60k

Customer Cost Savings

Real Time Hospital Tracking

§Provides a solution to monitor equipment

§Track and identify patients

§ Competitor: AeroScout (bought by Black & Decker
for $240m in 2012)

HEALTHCARE

Residential Monitoring

§Home Care

§Anti-Wandering

ANIMAL INTELLIGENCE

§ SmartCow TM System

ü Collect, analyze and detect critical heat & health issues

ü Rumination monitoring

ü Health and reproduction Intelligence

§ PetTrack TM System

ü Locate, monitor and track pets

ü Low cost RFID-based radar system

§ HerdTrack TM System

ü Locate, monitor and track herds (sheep, goats…)

ü Low cost RFID-based protection system

§ LiveStock Management System

ü Lifecycle monitoring of animals

ü Identification and tracking

§ Organic growth to be achieved by:

§ Adding new Government EID contracts

§ Winning RFID projects in three verticals: Public Safety, Healthcare
& Homecare or Animal Intelligence

§ Bidding on a number of projects in the EID & RFID pipeline: each
contract win substantially grows the revenue base

§ SuperCom has the right people with the right experience

§ Highly Synergistic M&A

GROWTH STRATEGY

“Growth through both avenues: organic and M&A”

2012 PRO FORMA FINANCIAL
DATA

2012 PRO FORMA INCOME STATEMENT HIGHLIGHTS

US$ THOUSANDS

	Pro Forma Combined	Pro Forma Adjustments	SmartID division of OTI	SuperCom
Revenue	26,195	(136)	17,391	8,940
Gross Profit	18,052	944	9,787	7,321
Margin	69%		56%	82%
Operating Income	5,737	4,567	(836)	2,006
Margin	22%		-5%	22%
Net income(loss)	8,342	4,567	(1,042)	4,817
Margin	32%		-6%	54%
EPS	$0.88			$0.75

§ Recurring revenue model whereby
long term contracts providing ongoing
income stream at high margin for many
years

§ Turnaround actions taken in 2010 &
2011 yielded strong financial results
in 2012 and 2013

§ Strong cash flow generation

§ Significant tax shield: NOLs of ~$50
million providing an extended tax holiday

SUPERCOM FINANCIAL HIGHLIGHTS

FINANCIAL SUMMARY 2010-2012

US$ THOUSANDS

net

income*

	2009	2010	2011	2012	H1-13
Revenue	9,304	7,389	7,922	8,940	3,903
Gross Profit	5,939	5,332	4,616	7,321	3,362
Margin	64%	72%	58%	82%	86%
Operating Income(loss)	(1,868)	(1,048)	54	2,006	1,168
Margin	-20%	-14%	1%	22%	30%
Net income(loss)	(5,085)	(1,965)	1,019	4,817	4,127
Margin	-55%	-27%	13%	54%	106%
EPS	(3.91)	(1.36)	0.38	0.55	0.47
Non-GAAP figures:
Non-GAAP EBIT1	(1,738)	(1,444)	(83)	3,091	1,168
Non-GAAP net income(loss)2	(4,955)	(1,775)	(156)	3,111	1,126

SUPERCOM KEY FINANCIAL DATA

	2009	2010	2011	2012	H1-13
Working Capital(deficit)	(2,096)	(2,836)	(5,698)	134	3,773
Shareholders Equity(deficit)	(6,721)	(7,871)	(5,601)	711	4,838

INCOME STATEMENT HIGHLIGHTS

US$ THOUSANDS, EXLCUDING THE SMARTID DIVISION

BALANCE SHEET HIGHLIGHTS

US$ THOUSANDS

Most recent
results reported

1. Non-GAAP EBIT excludes the effect of non-recurring other expenses (income).

2. Non-GAAP Net Income excludes the effects of non-recurring other expenses (income), financial expenses (income) relating to the extinguishment of
convertible notes & tax benefit related to the update of deferred tax asset.

New management
team from 2011

Security	As of November 30, 2013	Pro Forma Post Offering	% Fully Diluted
Common Shares	9,332,548	9,332,548	71.5%
Offering Shares (estimated)		3,000,000	23.0%
Basic Shares Outstanding	9,332,548	12,332,548	94.5%

Outstanding Warrants1	501,442	501,442	3.8%
Outstanding Options2	219,731	219,731	1.7%
Fully Diluted Shares Outstanding	10,053,721	13,053,721	100%

CAPITALIZATION TABLE

1.Outstanding warrants are at an average exercise price of $0.07

2.Outstanding options at an average exercise price of $2.75

	SuperCom	SmartID division of OTI	Pro Forma Adjustments	Pro Forma Combined
Net income (loss)	4.8	(1.0)	4.5	8.3
Income tax	(1.0)	0.1		(0.9)
Financial expenses	(1.8)	0.1		(1.7)
Amortization		0.1	1.0	1.1
Other expenses	1.1			1.1
Adjusted EBITDA	3.1	(0.7)	5.5	7.9

ADJUSTED EBITDA RECONCILIATION

2012 PRO FORMA ADJUSTED EBITDA RECONCILIATION

US$ IN MILLIONS

The above table reconciles US GAAP Net Income to Adjusted EBITDA.

Adjusted EBITDA represents earnings before income tax, financial expenses, depreciation and amortization, and other expenses. SuperCom believes that adjusted EBITDA
should be considered in evaluating the company's operations since it provides a clearer indication of SuperCom's operating results. This measure should be considered in
addition to results prepared in accordance with US GAAP, but should not be considered a substitute for the US GAAP results.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
(U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2012

The pro forma adjustments included in the unaudited pro forma consolidated statement of operations are as follows:

(a) The pro forma adjustments made to the historical revenues reported for the year ended December 31, 2012, was made to
eliminate the revenues generated by sales made by OTI’s SmartID Division to SuperCom (such payments are considered to be
inter-company transactions). All expenses recorded by SuperCom in respect of these amounts were eliminated as well.

(b) To eliminate expenses, including overhead expenses, charged to OTI’s SmartID Division by other divisions of OTI, in order to
give effect to the discontinued relations between OTI’s SmartID Division and the other divisions of OTI.

(c) To reflect additional depreciation and amortization of fixed and intangible assets of OTI’s SmartID Division based on their
provisionally assigned fair value and according to their expected useful lives.

(d) The unaudited pro forma basic and diluted earnings per share for the year ended December 31, 2012 are based on the basic
and diluted weighted average number of ordinary shares of our company outstanding during the respective period, adjusted to
give effect to the impact of the shares to be issued in the contemplated offering, as if the issuance occurred on January 1, 2012.

§ Successful turnaround with significant upside potential

§ Attractive profit margins: gross margin > 80%, operating margin > 25%

§ Positive, growing free cash flow

§ Minimal capex requirements, $50M NOL tax shield

§ Highly synergistic upcoming acquisition of OTI’s SmartID Division

§ Pro-Forma 2012 revenues of $26.2m1 & net income of $8.3m1

§ Stable, sticky long-term contracts combined with growth engine

§ Government contracts with high switching costs

§ Leading technology in e-ID and RFID (e-tracking, e-Monitoring)

§ Proprietary IP, including 7 patents in the post-acquisition business

§ Management incentives aligned with shareholders

INVESTMENT HIGHLIGHTS

1. Pro-forma financials includes the results of Supercom and the assumed merged of OTI SmartID division.
See also pro-forma statement of operations on slide # 26.

§ Investor Presentation

THANK YOU!

On December 9, 2013, Supercom filed the Registration Statement (including
the Preliminary Prospectus) with the Securities and Exchange Commission, or
the SEC, for the offering to which this communication relates. This
Registration Statement can be accessed through the following link:

http://www.sec.gov/cgi-bin/browse-edgar?company=supercom&owner=exclude&action=getcompany.

Before you invest, you should read the Preliminary Prospectus in that
Registration Statement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering.