<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
<TABLE>
<S>        <C>
/X/          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                                    EXCHANGE ACT OF 1934
 
                      For the quarterly period ended September 30, 1997
 
                                             OR
 
/ /          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                                    EXCHANGE ACT OF 1934
</TABLE>
 
         For the transition period from               to
 
                        COMMISSION FILE NUMBER: 0-27576
 
                                 ULTRAFEM, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                            <C>
                  DELAWARE                                      33-0435037
       (State or other jurisdiction of             (I.R.S. Employer Identification No.)
       incorporation or organization)
</TABLE>
 
                          805 THIRD AVENUE, 17TH FLOOR
                            NEW YORK, NEW YORK 10022
                    (Address of principal executive offices)
                                   (Zip Code)
 
                                  212-446-1400
              (Registrant's telephone number, including area code)
 
                            ------------------------
 
   (Former name, former address and former fiscal year, if changed since last
                                    report)
 
    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
 
Yes /X/    No / /
 
    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
 
    At November 7, 1997, there were 8,557,003 shares of Common Stock, $.001 par
value, outstanding.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                 ULTRAFEM, INC.
 
                                     INDEX
 
<TABLE>
<CAPTION>
                                                                                                            PAGE
                                                                                                           NUMBER
                                                                                                         -----------
<S>           <C>                                                                                        <C>
 
PART I.       FINANCIAL INFORMATION
 
Item 1.       Financial Statements.....................................................................           1
 
              Balance Sheets as of September 30, 1997 and June 30, 1997................................           2
 
              Statements of Operations for the Three Months Ended September 30, 1997 and 1996..........           3
 
              Statements of Cash Flows for the Three Months Ended September 30, 1997 and 1996..........           4
 
              Notes to Financial Statements............................................................         5-6
 
Item 2.       Management's Discussion and Analysis of Financial Condition and Results of Operations....        7-10
 
PART II.      OTHER INFORMATION
 
Item 1.       Legal Proceedings........................................................................          11
 
Item 2.       Changes in Securities....................................................................          11
 
Item 3.       Defaults upon Senior Securities..........................................................          11
 
Item 4.       Submission of Matters to a Vote of Security Holders......................................          11
 
Item 5.       Other Information........................................................................          11
 
Item 6.       Exhibits and Reports on Form 8-K.........................................................          11
 
Signatures.............................................................................................          12
</TABLE>
<PAGE>
'
 
                         PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
    Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
financial statements pursuant to the rules and regulations of the Securities and
Exchange Commission. It is suggested that the following financial statements be
read in conjunction with the year end financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended June 30,
1997.
 
    The results of operations for the three month period ended September 30,
1997 are not necessarily indicative of the results to be expected for the entire
fiscal year or for any other period.
 
                                       1
<PAGE>
                                 ULTRAFEM, INC.
 
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                     SEPTEMBER 30,    JUNE 30,
                                                                                         1997           1997
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
                                                                                      (UNAUDITED)
 
<CAPTION>
                                                     ASSETS
<S>                                                                                  <C>            <C>
Current Assets:
  Cash and cash equivalents........................................................  $   7,274,665  $  20,751,393
  Accounts receivable--less allowance for doubtful accounts of $82,000 and
    $72,000........................................................................      1,495,315      1,515,788
  Inventory........................................................................      4,945,813      4,581,944
  Prepaid marketing and other current assets.......................................      2,443,855      1,420,330
                                                                                     -------------  -------------
    Total Current Assets...........................................................     16,159,648     28,269,455
 
Property and equipment--net........................................................     11,703,552     11,227,028
Other assets--net..................................................................      1,400,774      1,209,810
                                                                                     -------------  -------------
    TOTAL ASSETS...................................................................  $  29,263,974  $  40,706,293
                                                                                     -------------  -------------
                                                                                     -------------  -------------
<CAPTION>
 
                                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                                                  <C>            <C>
Current Liabilities:
  Accounts payable.................................................................  $   4,014,216  $   3,639,035
  Accrued interest.................................................................        492,924        463,833
  Accrued salaries.................................................................      2,660,717      2,823,615
  Accrued marketing and selling....................................................      4,777,377      5,665,363
  Other accrued liabilities........................................................      2,047,872      2,359,797
                                                                                     -------------  -------------
    Total Current Liabilities......................................................     13,993,106     14,951,643
 
Long-term debt.....................................................................        700,000        700,000
Other liabilities..................................................................        210,517        186,412
                                                                                     -------------  -------------
    Total Liabilities..............................................................     14,903,623     15,838,055
                                                                                     -------------  -------------
 
Stockholders' Equity:
  Preferred stock, $.001 par value--authorized 5,000,000 shares $8 cumulative
    Convertible Series A: none issued..............................................       --             --
  Common stock, $.001 par value--authorized 70,000,000 shares; outstanding
    8,557,003 and 5,737,241 shares, respectively (stated at).......................         12,710         12,668
  Additional paid-in capital.......................................................     82,936,142     82,622,208
  Deficit..........................................................................    (68,588,501)   (57,766,638)
                                                                                     -------------  -------------
    Total Stockholders' Equity.....................................................     14,360,351     24,868,238
                                                                                     -------------  -------------
 
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.....................................  $  29,263,974  $  40,706,293
                                                                                     -------------  -------------
                                                                                     -------------  -------------
</TABLE>
 
                       See notes to financial statements.
 
                                       2
<PAGE>
                                 ULTRAFEM, INC.
 
                            STATEMENTS OF OPERATIONS
 
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                                           THREE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                                       ---------------------------
<S>                                                                                    <C>            <C>
                                                                                           1997           1996
                                                                                       -------------  ------------
Net sales............................................................................  $   1,786,679  $    192,540
                                                                                       -------------  ------------
Costs and Expenses:
  Cost of sales (exclusive of depreciation)..........................................      1,168,381       358,377
  Marketing, sales and distribution..................................................      8,507,890     2,921,392
  Research and development...........................................................        805,960       394,778
  General and administrative.........................................................      2,076,229     1,924,557
  Depreciation and amortization......................................................        262,687       213,355
                                                                                       -------------  ------------
                                                                                          12,821,147     5,812,459
                                                                                       -------------  ------------
Loss from operations.................................................................     11,034,468     5,619,919
Interest income......................................................................       (216,871)     (285,345)
Interest expense--net of capitalized interest of $30,714 in 1997.....................          4,266       122,858
                                                                                       -------------  ------------
Net loss.............................................................................  $  10,821,863  $  5,457,432
                                                                                       -------------  ------------
                                                                                       -------------  ------------
Net loss per share...................................................................  $        1.27  $        .94
                                                                                       -------------  ------------
                                                                                       -------------  ------------
Weighted average number of common shares and equivalents outstanding.................      8,521,886     5,827,622
                                                                                       -------------  ------------
                                                                                       -------------  ------------
</TABLE>
 
                       See notes to financial statements.
 
                                       3
<PAGE>
                                 ULTRAFEM, INC.
 
                            STATEMENTS OF CASH FLOWS
 
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                                          THREE MONTHS ENDED
                                                                                             SEPTEMBER 30,
                                                                                     -----------------------------
<S>                                                                                  <C>             <C>
                                                                                          1997           1996
                                                                                     --------------  -------------
Cash flows from operating activities:
Net loss...........................................................................  $  (10,821,863) $  (5,457,432)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation...................................................................         226,966        109,284
    Provision for doubtful accounts................................................          10,000       --
    Amortization of debt issuance, consulting, licensing and patent costs..........          35,721        104,071
    Non-cash officers compensation.................................................         192,613        192,970
    Non-employee stock-based claim settlement......................................        --              338,000
    Non-employee stock-based compensation..........................................          46,178       --
    Loss on disposal of equipment..................................................           9,816          7,724
    Changes in operating assets and liabilities....................................      (2,730,651)      (745,925)
                                                                                     --------------  -------------
      Net Cash Used in Operating Activities........................................     (13,031,220)    (5,451,308)
                                                                                     --------------  -------------
Cash flows from investing activities:
  Purchase of and deposits on property and equipment...............................        (763,074)    (2,946,550)
  Proceeds from sale of equipment..................................................          49,768       --
                                                                                     --------------  -------------
    Net Cash Used in Investing Activities..........................................        (713,306)    (2,946,550)
                                                                                     --------------  -------------
Cash flows from financing activities:
  Proceeds from exercise of stock options and warrants.............................         267,798        654,010
  Repayment of borrowings..........................................................        --             (103,125)
                                                                                     --------------  -------------
    Net Cash Provided by Financing Activities......................................         267,798        550,885
                                                                                     --------------  -------------
Net (decrease) in cash.............................................................     (13,476,728)    (7,846,973)
Cash and cash equivalents, beginning of period.....................................      20,751,393     24,510,071
                                                                                     --------------  -------------
Cash and cash equivalents, end of period...........................................  $    7,274,665  $  16,663,098
                                                                                     --------------  -------------
                                                                                     --------------  -------------
Changes in operating assets and liabilities consist of:
  Decrease (increase) in accounts receivable.......................................  $       10,473  $    (157,806)
  Increase in inventory............................................................        (363,869)      (909,492)
  Increase in prepaid marketing and other current assets...........................      (1,023,525)    (1,034,290)
  Increase in other assets.........................................................        (226,685)      (454,070)
  Increase in accounts payable.....................................................         375,181        817,263
  (Decrease) increase in accrued liabilities.......................................      (1,526,331)       992,470
  Increase in other long-term liabilities..........................................          24,105       --
                                                                                     --------------  -------------
                                                                                     $   (2,730,651) $    (745,925)
                                                                                     --------------  -------------
                                                                                     --------------  -------------
Supplementary information:
  Cash paid during the year for:
    Interest.......................................................................  $        5,888  $      77,754
                                                                                     --------------  -------------
                                                                                     --------------  -------------
    Taxes..........................................................................  $     --        $    --
                                                                                     --------------  -------------
                                                                                     --------------  -------------
Non-cash financing activities:
  Conversion of notes payable to common stock......................................  $     --        $     130,000
                                                                                     --------------  -------------
                                                                                     --------------  -------------
  Conversion of preferred stock to common stock....................................  $     --        $     112,125
                                                                                     --------------  -------------
                                                                                     --------------  -------------
Other non-cash activities:
  Issuance of options and warrants in connection with employee and non-employee
    stock-based compensation.......................................................  $      238,791  $     530,970
                                                                                     --------------  -------------
                                                                                     --------------  -------------
</TABLE>
 
                       See notes to financial statements.
 
                                       4
<PAGE>
                                 ULTRAFEM, INC.
 
                         NOTES TO FINANCIAL STATEMENTS
 
                                  (UNAUDITED)
 
1. ORGANIZATION AND BASIS OF PRESENTATION
 
    During August 1996, Ultrafem, Inc. (the "Company" or "Ultrafem") began
selling the Company's product, INSTEAD-REGISTERED TRADEMARK-. Accordingly, the
Company is no longer considered a development stage enterprise as it was through
June 30, 1996.
 
    The balance sheet as at September 30, 1997 and the statements of operations
and cash flows for the three months ended September 30, 1997 and 1996 have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission, and, in the opinion of management, contain all
adjustments (consisting of normal recurring adjustments) necessary to present
fairly the financial position, results of operations and cash flows for all
periods presented. Certain reclassifications have been made to conform with the
current presentation.
 
2. LOSS PER COMMON AND COMMON EQUIVALENT SHARE
 
    Loss per common and common equivalent share for the three months ended
September 30, 1997 and 1996 was computed using the weighted average number of
common shares outstanding during each period. The dilutive effect of outstanding
options, warrants and common stock equivalents for the three months ended
September 30, 1997 and 1996 were not considered as their effect was
antidilutive.
 
3. INVENTORY
 
    Inventory consists of the following:
 
<TABLE>
<CAPTION>
                                                                                     SEPTEMBER 30,    JUNE 30,
                                                                                         1997           1997
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
Raw materials......................................................................  $     927,175  $   1,026,051
Work-in-process....................................................................         25,748         26,785
Finished goods.....................................................................      3,992,890      3,529,108
                                                                                     -------------  -------------
                                                                                     $   4,945,813  $   4,581,944
                                                                                     -------------  -------------
                                                                                     -------------  -------------
</TABLE>
 
4. PROPERTY AND EQUIPMENT
 
    Property and equipment consists of the following:
 
<TABLE>
<CAPTION>
                                                                                     SEPTEMBER 30,    JUNE 30,
                                                                                         1997           1997
                                                                                     -------------  -------------
<S>                                                                                  <C>            <C>
Machinery and equipment............................................................  $   4,458,229  $   4,400,397
Office furniture and equipment.....................................................        802,781        744,614
Leasehold improvements.............................................................      1,242,097      1,234,016
Construction in progress...........................................................      6,358,588      5,785,501
                                                                                     -------------  -------------
                                                                                        12,861,695     12,164,528
Less accumulated depreciation and amortization.....................................     (1,158,143)      (937,500)
                                                                                     -------------  -------------
                                                                                     $  11,703,552  $  11,227,028
                                                                                     -------------  -------------
                                                                                     -------------  -------------
</TABLE>
 
                                       5
<PAGE>
                                 ULTRAFEM, INC.
 
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
                                  (UNAUDITED)
 
5. OTHER ASSETS
 
    Other assets consist of the following:
 
<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,    JUNE 30,
                                                                                          1997           1997
                                                                                      -------------  -------------
<S>                                                                                   <C>            <C>
Patent and trademark costs..........................................................   $   222,493   $     222,493
Debt issuance costs.................................................................        23,734          23,734
Deferred offering costs.............................................................       192,132        --
Consulting agreement................................................................       275,000         275,000
Licensing agreements................................................................       400,000         400,000
Security deposits...................................................................       533,226         498,673
                                                                                      -------------  -------------
                                                                                         1,646,585       1,419,900
Less accumulated amortization.......................................................      (245,811)       (210,090)
                                                                                      -------------  -------------
                                                                                       $ 1,400,774   $   1,209,810
                                                                                      -------------  -------------
                                                                                      -------------  -------------
</TABLE>
 
6. RELATED PARTY
 
    A director and stockholder of the Company is the President and Chief
Executive Officer of a holding company which includes an advertising agency used
by the Company which was paid approximately $7,303,000 and $2,048,000 during the
three months ended September 30, 1997 and 1996, respectively. In addition,
approximately $5,732,000 and $6,072,000 owed to such agency are included in
accrued liabilities and accounts payable at September 30, 1997 and June 30,
1997, respectively.
 
    The Company entered into a Research Agreement with ReProtect, LLC, formed by
scientists associated with The Johns Hopkins University (including a current
director) who conduct research for the Company. Research and development
expenditures pursuant to the above agreement amounted to approximately $302,000
and $250,000 for the three months ended September 30, 1997 and 1996,
respectively. Included in prepaid marketing and other current assets at
September 30, 1997 and June 30, 1997 is $135,917 and $83,300, respectively, of
prepaid research and development expenditures paid to ReProtect.
 
    A director and stockholder of the Company is a partner of a law firm used by
the Company which was paid approximately $156,000 and $222,000 for the three
months ended September 30, 1997 and 1996, respectively. In addition,
approximately $95,000 and $102,000 owed to the law firm is included in accounts
payable and accrued expenses at September 30, 1997 and June 30, 1997,
respectively.
 
                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS
 
RESULTS OF OPERATIONS
 
    The Company's activities during the quarter ended September 30, 1997 were
focused on the commercial introduction of INSTEAD-Registered Trademark-. The
introduction of INSTEAD-Registered Trademark- was initiated in the Fall of 1996
in the Pacific Northwest ("Wave I"), a region which the Company estimates
represents approximately 8% of U.S. households and includes the major markets of
San Francisco, Seattle, Portland, Spokane, Sacramento and Boise. Key retailers
carrying INSTEAD-Registered Trademark- in this geography include Albertsons,
Fred Meyer, Longs, Luckys, Safeway, Target, Thrifty Payless, and Walgreens. In
the Spring of 1997, the Company expanded the distribution of
INSTEAD-Registered Trademark- into the remaining Western United States ("Wave
II"), a region which the Company estimates represents approximately 16% of U.S.
households and includes the major markets of Los Angeles, San Diego, Phoenix,
Salt Lake City, Las Vegas and Denver. New key retailers in this geography
include Fry's, King Sooper, Osco, Ralph's, Vons and Wal-Mart. In the first half
of 1997, the Company began to distribute INSTEAD-Registered Trademark- on a
national basis to Target and Walgreens. During the quarter ended September 30,
1997, CVS/Revco, Eckerd and Rite-Aid began national distribution of
INSTEAD-Registered Trademark-.
 
    The Company continued marketing and advertising activities for
INSTEAD-Registered Trademark- directed to the consumer audiences and retail
trade. These activities were centered on generating awareness and trial of
INSTEAD-Registered Trademark-. In Wave I (Pacific Northwest), AC Nielsen dollar
market share for the quarter ended September 27, 1997 was 4.4%. Significant
increases were seen in the mass merchandiser class of trade, growing from a 2.5%
dollar market share in the fourth quarter of fiscal 1997 to a 3.8% dollar market
share in the first quarter of fiscal 1998.
 
    In the Wave II area, retail distribution and consumer response are
significantly ahead of the initial launch area after only three months in the
market. Distribution in the food class of trade was 63% in Wave II compared with
41% in Wave I. AC Nielsen dollar market share in the additional 16% geography
continues to grow with a 2.5% dollar market share for the quarter ended
September 27, 1997.
 
    Manufacturing activities to support the launch of
INSTEAD-Registered Trademark- progressed during the three months ended September
30, 1997. For the three months ended September 30, 1997, gross margin exclusive
of depreciation was positive, as the Company maintained a level of production
adequate to absorb manufacturing costs.
 
    In addition, research and development activities on new products continued.
On September 15, 1997, Ultrafem began pre-clinical trials with women at two U.S.
test centers under an IND for the contraceptive product, which combines the
SoftCup-Registered Trademark- Technology and the BufferGel-TM-.
 
    The BufferGel-TM- Phase I clinical trials in the U.S. are nearing
completion. The study was sponsored by HIVNET, a unit of the National Institutes
of Health to validate the safety of BufferGel-TM- for use as a vaginal
microbicide for the prevention of AIDS and other sexually transmitted diseases
(STD's). BufferGel-TM- was developed by ReProtect, LLC scientists associated
with Johns Hopkins University. Ultrafem has the worldwide licensing rights to
BufferGel-TM- and intends to bring to market all new vaginal products using the
BufferGel-TM- technology.
 
                                       7
<PAGE>
    The following table sets forth, for the periods indicated, the percentage
increases or (decreases) of certain items included in the Company's statements
of operations:
 
<TABLE>
<CAPTION>
                                                                                           PERCENTAGE
                                                                              INCREASE(DECREASE) FROM PRIOR PERIOD
                                                                             ---------------------------------------
<S>                                                                          <C>
                                                                              THREE MONTHS ENDED SEPTEMBER 30, 1997
                                                                                       COMPARED WITH 1996
                                                                             ---------------------------------------
Net sales..................................................................                     828.0%
Cost of sales (exclusive of depreciation)..................................                     226.0
Marketing, sales and distribution..........................................                     191.2
Research and development...................................................                     104.2
General and administrative.................................................                       7.9
Depreciation and amortization..............................................                      23.1
Interest income............................................................                     (24.0)
Interest expense...........................................................                     (96.5)
Net loss...................................................................                      98.3
</TABLE>
 
THREE MONTHS 1997 VS. THREE MONTHS 1996
 
NET SALES
 
    Net sales increased 828% to $1,786,679 during the three months ended
September 30, 1997 compared to $192,540 during the three months ended September
30, 1996. The Company attributes this increase primarily to expanded
distribution of INSTEAD-Registered Trademark- to the Western United States in
the Spring of 1997 compared to distribution, which began during August 1996,
only in the Pacific Northwest during the three months ended September 30, 1996.
This increase was also due to expanded distribution on a national basis to
retailers such as Target, Walgreens, CVS/Revco, Eckerd and Rite-Aid and greater
store sales in the comparable Pacific Northwest market where the Company was in
the same market during both quarters.
 
COST OF SALES (EXCLUSIVE OF DEPRECIATION)
 
    Cost of sales increased 226% to $1,168,381 during the three months ended
September 30, 1997 compared to $358,377 during the three months ended September
30, 1996, exclusive of depreciation. The Company attributes this increase
primarily to increased manufacturing costs associated with the production of
INSTEAD-Registered Trademark- to support related increased sales and samples.
 
MARKETING, SALES AND DISTRIBUTION
 
    Marketing, sales and distribution expense increased 191.2% to $8,507,890
during the three months ended September 30, 1997 compared to $2,921,392 during
the three months ended September 30, 1996. The Company attributes this increase
primarily to expenses incurred in connection with the continued expansion of
INSTEAD-Registered Trademark- into the Pacific Northwest, into further western
geography and initiation of distribution into selected national accounts. This
included marketing, advertising for television, print, sampling and coupon
mailings to generate consumer trial and awareness of
INSTEAD-Registered Trademark- and, to a lesser extent, administration of the
various marketing and sales programs and market research.
 
RESEARCH AND DEVELOPMENT
 
    Research and development expense increased 104.2% to $805,960 during the
three months ended September 30, 1997 compared to $394,778 during the three
months ended September 30, 1996. The increase was primarily attributable to
development of the contraceptive product prototypes, consulting fees in
connection with developing a strategic plan regarding the Company's health care
products and to a lesser extent legal expenses.
 
                                       8
<PAGE>
GENERAL AND ADMINISTRATIVE
 
    General and administrative expense increased 7.9% to $2,076,229 during the
three months ended September 30, 1997 compared to $1,924,557 during the three
months ended September 30, 1996. This increase was primarily due to salaries and
related expenses attributable to support general and administrative activities,
insurance, office related expenses and to a lesser extent, increases in
professional fees and consulting expense. This was offset in part by non-cash
charges during the quarter ended September 30, 1996 resulting from the issuance
of warrants to purchase Common Stock in connection with the settlement of a
claim and a reduction in financial investor relation expenses.
 
DEPRECIATION AND AMORTIZATION
 
    Depreciation and amortization increased 23.1% to $262,687 during the three
months ended September 30, 1997 compared to $213,355 during the three months
ended September 30, 1996. This increase was attributable to the increase in the
depreciation of property and equipment offset by a decrease in the amortization
of deferred debt issuance costs.
 
INTEREST EXPENSE
 
    Interest expense was $4,266 and $122,858 for the three months ended
September 30, 1997 and 1996, respectively. For the three months ended September
30, 1997, interest expense was offset by $30,714, resulting from capitalized
interest for construction in progress. The Company also attributes this decrease
to the repayment of debt by the Company and conversion of convertible debt to
Common Stock.
 
INTEREST INCOME
 
    Interest income was $216,871 and $285,345 for the three months ended
September 30, 1997 and 1996, respectively. The decrease was attributable to
lower cash and cash equivalent balances during the three months ended September
30, 1997 compared to September 30, 1996.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    At September 30, 1997, the Company had $7.3 million in cash and cash
equivalents. From June 30, 1997 to September 1997, the Company's cash position
decreased by $13.5 million, principally reflecting $13.1 million used in
operating activities, $.7 million used for the purchase of and deposits on
property and equipment, offset in part by $.3 million from the exercise of stock
options and warrants.
 
    The Company's working capital and capital requirements will depend on
numerous factors, including the progress of the staged market introduction of
INSTEAD-Registered Trademark-, the Company's research and development
activities, the level of resources that the Company devotes to the clinical,
patent, regulatory and marketing aspects of its products and the extent to which
strategic alliances with multi-national pharmaceutical or consumer product
companies are formed. At September 30, 1997, the Company had commitments in the
amount of approximately $6,139,000, of which $2,340,000 was unpaid, principally
for the purchase of manufacturing equipment and improvements to the
manufacturing facility to support increased levels of production. Included in
accounts payable and accrued liabilities at September 30, 1997 was approximately
$716,000 of these unpaid commitments. In addition, in February 1996, the Company
and ReProtect entered into a License, Research and Product Development Agreement
under which the Company is obligated to pay ReProtect a minimum of $1 million
per year for research and development. The Company will also continue to incur
additional expenses for research and development, prototype manufacturing,
laboratory and human clinical studies, regulatory and patent as well as market
research.
 
    The Company's stockholders' equity decreased by approximately $10,508,000
from June 30, 1997 to September 30, 1997 reflecting a net loss for the three
months ended September 30, 1997 of approximately
 
                                       9
<PAGE>
$10,822,000 offset by proceeds from the exercise of stock options and warrants
and non-employee stock-based compensation in the amount of approximately
$314,000.
 
    The Company believes that the financial resources available to it is an
important factor in its ability to achieve the marketing and distribution of
INSTEAD-Registered Trademark- and its ability to develop and eventually bring
women's health care products to market. The Company's need for funds has
increased from period to period as it has incurred expenses for, among other
things, the manufacturing, marketing and distribution of
INSTEAD-Registered Trademark-, research and development activities, engineering
and design of fully automated manufacturing systems, clinical testing, meeting
domestic and international regulatory requirements, applications for domestic
and international patent protection, applications for domestic trademark
protection and market research. The Company will require additional financing to
meet these needs and if unforeseen risks are encountered. The Company is
currently seeking to raise funds in a private placement. The securities sold in
the private placement will not be registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States absent
registration or in an applicable exemption from registration requirements of
such Act. Additional financing may require the issuance of new equity
securities, and there can be no assurance that the Company will be able to
obtain working capital or additional financing at a favorable rate, if at all.
 
    This Management's Discussion and Analysis of Financial Condition and Results
of Operations includes 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. These forward-looking statements involve risks
and uncertainties that may cause the Company's actual results to differ
materially from the results discussed in the forward-looking statements. Factors
that might cause such differences include the following: dependence on the
Company's single product; the need for additional financing to successfully
market and distribute INSTEAD-Registered Trademark- as well as for unforeseen
risks; the changing priorities of customers, inherent limitations of market
research and accuracy of syndicated data purchased by the Company, as well as
other marketing risks; the Company's need to achieve economies of scale in its
manufacturing operations; the uncertainty of consumer acceptance; the necessity
of regulatory clearances to market its products; potential product liability;
risks associated with the Company's proprietary technology; risks associated
with the research and development for other applications of the SoftCup
Technology; and risks associated with a competitive response to the Company's
product. The Company urges readers to carefully review the risks and factors
discussed more completely under the heading "Risk Factors" in the Company's
Prospectus dated November 13, 1996 and the description of the Company's business
in Form 10-K for the year ended June 30, 1997.
 
                                       10
<PAGE>
                           PART II. OTHER INFORMATION
 
<TABLE>
<C>        <S>
  ITEM 1.  LEGAL PROCEEDINGS
 
           None.
 
  ITEM 2.  CHANGES IN SECURITIES
 
           None.
 
  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
           None.
 
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
           None.
 
  ITEM 5.  OTHER INFORMATION
 
           None.
 
  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
      (a)  Exhibts
</TABLE>
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER     EXHIBIT
-----------  --------------------------------------------------------------------------------------------------------
<C>          <S>
 
     10.62   Letter Agreement, dated as of January 1, 1997, between Ultrafem, Inc. and Bozell Worldwide, Inc.
 
      27.1   Financial Data Schedule
 
        (b)  Reports on 8-K
 
             None.
</TABLE>
 
                                       11
<PAGE>
                                   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.
 
                                ULTRAFEM, INC.
 
                                By:             /s/ JOHN W. ANDERSEN
                                     -----------------------------------------
                                                  John W. Andersen
                                        PRESIDENT; CHIEF EXECUTIVE OFFICER;
                                       DIRECTOR AND CHAIRMAN OF THE BOARD OF
                                                     DIRECTORS
 
                                By:               /s/ DORI M. REAP
                                     -----------------------------------------
                                                    Dori M. Reap
                                          SENIOR VICE PRESIDENT OF FINANCE
                                      AND ADMINISTRATION; SECRETARY AND CHIEF
                                                 FINANCIAL OFFICER
 
Dated: November 10, 1997
 
                                       12