<PAGE>


 ==============================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934
    For the quarter ended December 31, 2002.

                                       OR

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934
    For the transition period from ___________ to ___________


                         Commission file number 0-27798

                        WORKGROUP TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                       04-3153644
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
 of incorporation or organization)


Two Highwood Drive, Tewksbury, Massachusetts                           01876
  (Address of principal executive offices)                           (Zip code)


       Registrant's telephone number, including area code: (978) 640-6222

                             -----------------------
                One Burlington Woods Drive, Burlington, MA 01803
                 (Former address of principal executive offices)

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 practical date.

           Class                                Outstanding at February 05, 2003
   -----------------------------                --------------------------------
   Common Stock, $.01 par value                             1,841,121

  =============================================================================

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                                      Index

                                                                        Page(s)
                                                                        -------

 Part I. Financial Information:

         Item 1.    Consolidated Balance Sheets at December 31, 2002
                            and March 31, 2002                            2

                    Consolidated Statements of Operations for the
                            three and nine month periods ended
                            December 31, 2002 and 2001                    3

                    Consolidated Statements of Cash Flows for the
                            nine month periods ended

                            December 31, 2002 and 2001                    4

                    Notes to Consolidated Financial Statements            5-8


         Item 2.    Management's Discussion and Analysis of Financial
                            Condition and Results of Operations           9-14

         Item 4.    Controls and Procedures                               15


Part II. Other Information:

         Item 1.    Legal Proceedings                                     16

         Item 6.    Exhibits and Reports on Form 8-K                      16


Signatures                                                                17

Certification                                                             18-19


<PAGE>


                        WORKGROUP TECHNOLOGY CORPORATION
                           Consolidated Balance Sheets
                                 (in thousands)


                                                  December 31,        March 31,
                                                      2002             2002
                                                   (unaudited)
  Assets
  ------------------------------------------------------------------------------
  Current assets:
        Cash and cash equivalents                      $ 275            $ 3,146
        Restricted cash                                  115                115
        Accounts receivable                              431                567
        Prepaid expenses and other current
         assets                                          234                112
                                              --------------       ------------
               Total current assets                    1,055              3,940
                                              --------------       ------------

  Property and equipment, net                             62                433

  Due from Affiliate                                     300                  -
                                              --------------       ------------
                    Total assets                     $ 1,417            $ 4,373
                                              ==============       ============


  Liabilities and Stockholders' Equity (Deficit)
  ------------------------------------------------------------------------------
  Current liabilities:
        Accounts payable                                $  7             $  278
        Accrued expenses                                 439                256
        Accrued royalties                                 94                 54
        Deferred revenue                               1,322              2,092
                                              --------------       ------------
               Total current liabilities               1,862              2,680
                                              --------------       ------------

        Other liabilities                                315                  -

  Stockholders' equity:
        Common stock                                      22                 22
        Additional paid-in capital                    44,479             44,479
        Treasury stock                                (1,757)            (1,757)
        Accumulated deficit                          (43,504)           (41,051)
                                             ---------------       ------------
               Total stockholders' equity
                (deficit)                               (760)             1,693
                                             ---------------       ------------
                    Total liabilities and
                      stockholders' equity
                      (deficit)                      $ 1,417             $4,373
                                             ===============       ============



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


                                       2

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION

                      Consolidated Statements of Operations
                      (in thousands, except per share data)


                                 Three months ended    Nine months ended
                                    December 31,         December 31,
                                 2002          2001    2002          2001
                                    (unaudited)           (unaudited)
--------------------------------------------------------------------------------
Revenue
   Software licenses                $ 467    $ 344      $ 1,160    $ 965
   Maintenance and
     services                       1,239    1,639        3,802    4,649
                                  -------  -------      -------  -------
         Total revenue              1,706    1,983        4,962    5,614

Cost of revenue
   Cost of software licenses           19       63           50      208
   Cost of maintenance and
     services                         532      708        1,659    2,546
                                  -------  -------      -------  -------
         Total cost of revenue        551      771        1,709    2,754

                                  -------  -------      -------  -------
Gross profit                        1,155    1,212        3,253    2,860

Operating expenses
   Selling and marketing              395      546        1,289    2,040
   Research and development           614      744        2,114    2,683
   General and administrative       1,625      462        2,322    1,256
                                  -------  -------      -------  -------
         Total operating expenses   2,634    1,752        5,725    5,979

                                  -------  -------      -------  -------
Loss from operations               (1,479)    (540)      (2,472)  (3,119)

Interest and other income, net          4       29           19      120
                                  -------  -------      -------  -------
Net loss                          $(1,475)  $ (511)     $(2,453) $(2,999)
                                  =======  =======      =======  =======

Basic and diluted net loss
  per common share                $ (0.80) $ (0.28)     $ (1.33) $ (1.63)
                                  =======  =======      =======  =======

Weighted average basic and
  diluted shares outstanding        1,841    1,841        1,841    1,842
                                  =======  =======      =======  =======



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


                                       3

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                                           Nine months ended
                                                              December 31,
                                                        2002              2001
                                                              (unaudited)
--------------------------------------------------------------------------------
Cash flows from operating activities:
  Net loss                                             $(2,453)        (2,999)
  Adjustments to reconcile net loss to net cash
        used in operating activities:
     Depreciation and amortization                         371            509
     Loss on disposal of property and equipment              -              5
     Provision for doubtful accounts                         -            (25)
     Changes in operating assets and liabilities:
        Accounts receivable                                136            199
        Prepaid expenses and other current assets         (122)           (42)
        Accounts payable                                  (271)          (549)
        Accrued expenses                                   498           (320)
        Accrued royalties                                   40            155
        Deferred revenue                                  (770)          (366)
        Due from affiliate                                (300)             -
        Restricted cash                                      -             40
                                                    ----------       --------
        Net cash used in operating activities           (2,871)        (3,393)

Cash flows from investing activities:
        Purchases of property and equipment                  -            (20)
                                                    ----------       --------
        Net cash used in investing activities                -            (20)

Cash flows from financing activities:
        Payments for common stock repurchases                -             (4)
        Payments of capital lease obligations                -             (5)
                                                    ----------       --------
        Net cash used in financing activities                -             (9)

                                                    ----------       --------
Net decrease in cash and cash equivalents               (2,871)        (3,422)

Cash and cash equivalents, beginning of period           3,146          6,864

                                                    ----------       --------
Cash and cash equivalents, end of period                 $ 275        $ 3,442
                                                    ==========       ========






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




                                       4

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   Notes to Consolidated Financial Statements

1.    Nature of Business

      Workgroup Technology Corporation (the "Company"), incorporated on May 11,
      1992, provides collaborative product data management solutions through its
      WTC ProductCenter family of products. The Company's products and services
      provide document management, design integration, configuration management,
      change management, bill of materials management and enterprise integration
      to optimize product development.

2.    Summary of Significant Accounting Policies

      Basis of Presentation

      As permitted by the rules of the Securities and Exchange Commission
      applicable to Quarterly Reports on Form 10-Q, these notes are condensed
      and do not contain all disclosures required by generally accepted
      accounting principles. Reference should be made to the consolidated
      financial statements and related notes included in the Company's Annual
      Report on Form 10-K for the fiscal year ended March 31, 2002. In the
      opinion of management, the accompanying consolidated unaudited financial
      statements contain all adjustments (consisting of only normal, recurring
      adjustments) necessary to present fairly the Company's financial position
      at December 31, 2002, and the results of its operations for the three and
      nine months ended December 31, 2002 and 2001, and statements of cash flows
      for the nine months ended December 31, 2002 and 2001. The results for the
      three and nine month periods ended December 31, 2002 are not necessarily
      indicative of the results to be expected for the full fiscal year.

      Cash Tender Offer

      On December 18, 2002, SofTech, Inc. successfully closed on the cash tender
      offer ("Offer") to acquire the outstanding shares of common stock of the
      Company at a price of $2.00 per share. Approximately 1.5 million shares of
      the Company's common stock was purchased by SofTech under the Offer,
      which, together with the shares owned by SofTech represents approximately
      89% of the outstanding shares of WTC. In connection with the Offer, the
      Company incurred $773,000 of transaction related expenses including
      payments to the Company's investment advisor, legal counsel and
      contractual severance payments to the former CEO of $360,000 that were
      paid on December 18, 2002 all of which were included in G&A expenses in
      the current quarter.

      After completion of the Offer, the Company's corporate headquarters was
      abandoned and all Massachusetts employees were relocated into SofTech's
      corporate headquarters in Tewksbury, Massachusetts. As a result of this
      action, the Company recorded a charge of $632,000 included in G&A expenses
      during the current quarter to record the liability for the remaining 24
      months under the office lease.

      The Due to affiliate recorded in the current quarter represents an
      intercompany receivable of $300,000 with a majority shareholder, SofTech,
      Inc.




                                       5

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   Notes to Consolidated Financial Statements

      Liquidity

      The Company has reduced its ongoing quarterly cash spending to between
      $1.0 and $1.2 million as a result of cost reductions taken over the last
      several quarters leading up to the completion of the Offer and certain
      actions that were specifically taken upon completion of the Offer.
      Management expects that the Company can generate positive cash flows at
      the current spending rate and therefore, management believes that the cash
      on hand excluding the $115,000 of restricted cash at December 31, 2002
      together with cash flow from operations will be sufficient for meeting its
      liquidity and capital resource needs at least through March 31, 2003.

      Risks and Uncertainties

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosures of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenue and expenses
      during the reporting period. Actual results could differ from those
      estimates and could impact future results of operations.

3.    Basic and Diluted Earnings Per Share

      The Company's basic net loss per common share is computed by dividing net
      loss by the weighted average number of shares of common stock outstanding.
      Potential common shares include shares issuable upon the exercise of stock
      options or warrants, net of shares assumed to have been purchased by the
      Company with the related proceeds. Potential common shares, which
      consisted only of stock options, were antidilutive for the three and nine
      month periods ended December 31, 2002 and 2001 and therefore the diluted
      net loss per common share was the same as basic net loss per common share
      for those periods.

      Options to purchase weighted average shares of the Company's common stock
      of approximately 451,000 were outstanding for the period ended December
      31, 2001 at a weighted average prices of $4.56 but were not included in
      the computation of diluted earnings per share because they were
      antidilutive. There were no stock options outstanding as of December 31,
      2002 because all Stock Option Plans terminated on December 18, 2002 with
      the culmination of the tender offer described in Note 2.

4.    Income Taxes

      At March 31, 2002, the Company had available net operating loss
      carryforwards of approximately $39,909,000 for federal tax purposes. The
      Company also had available research and development credits of $1,313,000
      and $1,054,000 for federal and state purposes, respectively. Due to the
      uncertainty of the realization of deferred tax assets, a full valuation
      allowance was recorded to reduce the deferred tax assets to zero.




                                       6

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   Notes to Consolidated Financial Statements

      During fiscal 2003, an ownership change, as defined in Section 382 of the
      Internal Revenue Code, occurred. As a result of this ownership change, the
      Internal Revenue Code substantially limits the amount of the net operating
      loss and tax credit carryforwards that can be utilized to offset future
      taxable income. Management believes that the limitation, when combined
      with the Company's history of losses, is at a sufficiently low level, such
      that it is unlikely that the Company will be able to utilize any of the
      loss or credit carryforwards prior to expiration. Accordingly, the Company
      has written down the deferred tax assets associated with the loss and
      credit carryforwards, and the related valuation allowance, to zero. Since
      the assets had a full valuation allowance, there was no impact on the
      Company's financial position, results of operations or cash flows as a
      result of the ownership change.

5.    Recent Accounting Pronouncements

      On December 31, 2002, the FASB issued FASB Statement No. 148 (SFAS 148),
      Accounting for Stock-Based Compensation -- Transition and Disclosure,
      amending FASB Statement No. 123 (SFAS 123), Accounting for Stock-Based
      Compensation. This Statement amends SFAS 123 to provide alternative
      methods of transition for an entity that voluntarily changes to the fair
      value based method of accounting for stock-based employee compensation. It
      also amends the disclosure provisions of that Statement to require
      prominent disclosure about the effects on reported net income of an
      entity's accounting policy decisions with respect to stock-based employee
      compensation. Finally, SFAS 148 amends APB Opinion No. 28, Interim
      Financial Reporting, to require disclosure about those effects in interim
      financial information. For entities that voluntarily change to the fair
      value based method of accounting for stock-based employee compensation,
      the transition provisions are effective for fiscal years ending after
      December 15, 2002. For all other companies, the disclosure provisions and
      the amendment to APB No. 28 are effective for interim periods beginning
      after December 15, 2002. The Company does not expect that the provisions
      of SFAS No. 148 will have a material impact on its financial position, its
      results of operations or its cash flows.

      On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN
      45"), Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness of Others, an interpretation
      of FASB Statements No. 5, 57, and 107 and Rescission of FASB
      Interpretation No. 34. FIN 45 clarifies the requirements of FASB Statement
      No. 5, Accounting for Contingencies (SFAS 5), relating to the guarantor's
      accounting for, and disclosure of, the issuance of certain types of
      guarantees.

      FIN 45 requires that upon issuance of a guarantee, the guarantor must
      recognize a liability for the fair value of the obligation it assumes
      under that guarantee. FIN 45 covers guarantee contracts that have any of
      the following four characteristics: (a) contracts that contingently
      require the guarantor to make payments to the guaranteed party based on
      changes in an underlying that is related to an asset, a liability, or an
      equity security of the guaranteed party (e.g., financial and market value
      guarantees), (b) contracts that contingently require the guarantor to make
      payments to the guaranteed party based on another entity's failure to
      perform under an obligating agreement (performance guarantees), (c)
      indemnification agreements that contingently require the indemnifying
      party (guarantor) to make payments to the indemnified party (guaranteed
      party) based on changes in an underlying that is related to an asset, a
      liability, or an equity security of the indemnified party, such as an
      adverse judgment in a lawsuit or the imposition of additional taxes due to
      either a change in the tax law or an adverse interpretation of the tax
      law, and (d) indirect guarantees of the indebtedness of others.





                                       7

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                   Notes to Consolidated Financial Statements

      FIN 45 specifically excludes certain guarantee contracts from its scope.
      Additionally, certain guarantees are not subject to FIN 45's provisions
      for initial recognition and measurement but are subject to its disclosure
      requirements. The initial recognition and measurement provisions are
      effective for guarantees issued or modified after December 31, 2002. The
      disclosure requirements were effective for our interim financial
      statements the quarter ended December 31, 2002. This standard is effective
      for the Company's fourth quarter. The Company does not expect that the
      adoption of FIN 45 will have a material impact on its financial position,
      its results of operations, or its cash flows and had no effect on its
      disclosures in its interim financial statements for the quarter ended
      December 31, 2002 .

      In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
      Retirement Obligations. SFAS No. 143 requires entities to record the fair
      value of a liability for an asset retirement obligation in the period in
      which it is incurred. When the liability is initially recorded, an entity
      capitalizes a cost by increasing the carrying amount of the long-lived
      asset. Over time, the liability is accreted to its present value each
      period and the capitalized cost is depreciated over the useful life of the
      related asset. Upon settlement of the liability, an entity either settles
      the obligation for its recorded amount or incurs a gain or loss upon
      settlement. The standard is effective for fiscal years beginning after
      June 15, 2002. The Company does not expect that the adoption of SFAS No.
      143 will have a material impact on its financial position, its results of
      operations or its cash flows.

      In July 2002, FASB issued Statement No. 146 "Accounting for Costs
      Associated with Exit or Disposal Activities", which becomes effective
      January 2003. SFAS No. 146 requires companies to recognize costs
      associated with exit or disposal activities when they are incurred rather
      than at the date of commitment. The Company does not expect that the
      adoption of SFAS No. 146 will have a material impact on its financial
      position, its results of operations or its cash flows.

      In April 2002, FASB issued Statement No. 145, "Rescission of FASB
      Statements No 4, 44, and 64, Amendment of FASB 13, and Technical
      Corrections", which is effective for fiscal years beginning after May 15,
      2002. Upon adoption of SFAS 145, companies will be required to apply the
      criteria in APB Opinion No. 30, "Reporting the Results of Operations -
      Reporting the Effects of Disposal of a Segment of a Business, and
      Extraordinary, Unusual, and Infrequently Occurring Events and
      Transactions" in determining the classification of gains/losses resulting
      from the extinguishment of debt. Upon adoption, extinguishments of debt
      shall be classified under the criteria in APB Opinion No. 30. The Company
      does not expect that the adoption of SFAS No. 145 will have a material
      impact on its financial position, its results of operations or its cash
      flows.




                                       8

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

RESULTS OF OPERATIONS

Revenue. The Company's revenue consists of license fees for its WTC
ProductCenter family of software products, and fees for professional services
and software maintenance.

Revenue for the three and nine month periods ended December 31, 2002 decreased
14% and 12%, respectively, to $1,706,000 and $4,962,000, respectively, from
$1,983,000 and $5,614,000, respectively, in the comparable periods of fiscal
2002. These decreases resulted primarily from a decrease in new customer
software license orders and a decrease in maintenance orders from current
customers, partially offset by existing customers upgrading to the most recent
version of WTC ProductCenter software. The Company continues to experience
delays in major purchasing decisions by several of its current customers and
major prospects.

Software license revenue for the three and nine month periods ended December 31,
2002 increased 36% and 20%, respectively, to $467,000 and $1,160,000,
respectively, from $344,000 and $965,000, respectively, in the comparable
periods of fiscal 2002. These increases resulted primarily from existing
customers upgrading to the most recent version of WTC ProductCenter software,
partially offset by a decrease in new customer orders during the three and nine
month periods ended December 31, 2002 when compared to the same periods of
fiscal 2002.

Maintenance and services revenue for the three and nine month periods ended
December 31, 2002 decreased 24% and 18%, respectively, to $1,239,000 and
$3,802,000, respectively, from $1,639,000 and $4,649,000, respectively, in the
comparable periods of fiscal 2002. These decreases resulted from certain current
customers delaying major purchasing decisions, including decisions to renew
maintenance agreements on a timely basis.

Cost of Revenue and Gross Profit. The Company's cost of software license revenue
consists primarily of third party royalties payable upon the license of
products, as well as costs associated with media, packaging, documentation and
delivery of the Company's products. Gross profit associated with software
license revenue for the third quarter of fiscal 2003 increased to $448,000 or
96% of software license revenue from $281,000 or 82% of software license revenue
for the same period of fiscal 2002. For the nine months ended December 31, 2002,
gross profit from software license revenue increased to $1,110,000 or 96% of
software license revenue from $757,000 or 78% of software license revenue for
the same period of fiscal 2002. This increase in gross profit is due primarily
to higher software license revenue and lower fixed costs in fiscal 2003.

Cost of maintenance and services revenue consists primarily of personnel and
related costs for the Company's customer support and professional services
organizations. The Company's gross profit from maintenance and services revenue
decreased to $707,000 or 57% of the associated revenue in the third quarter of
fiscal 2003 from $931,000 or 57% of the associated revenue in the comparable
period of fiscal 2002. This decrease in gross profit is due primarily to a
decrease in maintenance revenue, partially offset by lower employee related
expenses in the third quarter of fiscal 2003. For the nine months ended December
31, 2002 gross profit from maintenance and services revenue increased slightly
to $2,143,000 or 56% of the associated revenue from




                                       9

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

$2,103,000 or 45% of the associated revenue in the comparable period of fiscal
2002. This slight increase in gross profit is due primarily to lower employee
related expenses as well as a favorable adjustment to prior third party
royalties which occurred in the second fiscal quarter of 2003, partially offset
by a decrease in maintenance revenue.

Selling and Marketing. Selling and marketing expenses decreased 28% and 37% for
the three and nine month periods ended December 31, 2002 to $395,000 and
$1,289,000, respectively, from $546,000 and $2,040,000, respectively, for the
same periods of fiscal 2002. These decreases resulted primarily from a decrease
in headcount and related expenses in the sales organization and to a lesser
extent, reduced marketing related activities. As a result of these decreases,
selling and marketing expenses as a percentage of revenue decreased to 23% and
26% in the three and nine month periods of fiscal 2003 from 28% and 36% in the
same periods of fiscal 2002.

Research and Development. Research and development expenses decreased 17% and
21% for the three and nine month periods ended December 31, 2002 to $614,000 and
$2,114,000, respectively, from $744,000 and $2,683,000, respectively, for the
same periods of fiscal 2002. These decreases resulted primarily from lower
headcount and related expenses in the development organization. As a result of
these decreases, research and development expenses as a percentage of revenue
decreased to 36% and 43% in the three and nine month periods of fiscal 2003 from
38% and 48% in the same periods of fiscal 2002.

General and Administrative. General and administrative expenses increased 253%
and 85% for the three and nine month periods ended December 31, 2002 to
$1,625,000 and $2,322,000, respectively, from $462,000 and $1,256,000,
respectively, for the same periods of fiscal 2002. Included in the current
quarter's G&A expenses were transaction related costs of $773,000 associated
with the tender offer by SofTech, Inc. and a one time charge of $632,000 related
to the Company's vacating its corporate headquarters in Burlington, MA. As a
result of these increases, general and administrative expenses as a percentage
of revenue increased to 95% and 47% in the three and nine month periods of
fiscal 2003 from 23% and 22% in the same periods of fiscal 2002.

Interest Income. Interest income consists primarily of interest earned on cash
and cash equivalents. Interest income for the three and nine month periods ended
December 31, 2002 decreased $25,000 or 86% and $101,000 or 84%, respectively,
from the same periods of fiscal 2002. These decreases are the result of lower
cash and cash equivalent balances during fiscal 2003.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at December 31, 2002 decreased $2,871,000 to $275,000
from $3,146,000 at March 31, 2002. This decrease in cash resulted primarily from
the loss from operations of about $2.5 million. Non-cash expenses and changes in
operating assets and liabilities for the nine months utilized approximately
$400,000. Working capital decreased $2,067,000 to ($807,000) at December 31,
2002 from $1,260,000 at fiscal 2002 year end. The Company has approximately
$115,000 of restricted cash included in the December 31 and March 31, 2002 cash
balances.




                                       10

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

On December 18, 2002, SofTech, Inc. successfully closed on a cash tender offer
("Offer") to acquire the outstanding shares of common stock of the Company at a
price of $2.00 per share. Approximately 1.5 million shares of the Company's
common stock was purchased by SofTech under the Offer, which, together with the
shares owned by SofTech represents approximately 89% of the outstanding shares
of WTC.

The Company has reduced its ongoing quarterly cash spending to between $1.0 and
$1.2 million as a result of cost reductions taken over the last several quarters
leading up to the completion of the Offer and certain actions that were
specifically taken upon completion of the Offer. Management expects that the
Company can generate positive cash flows at the current spending rate and
therefore, management believes that the cash on hand excluding the $115,000 of
restricted cash at December 31, 2002 together with cash flow from operations
will be sufficient for meeting its liquidity and capital resource needs at least
through March 31, 2003.

To date, neither foreign currency exposure nor inflation has had a material
impact on the Company's financial results.

RECENT ACCOUNTING PRONOUNCEMENTS

On December 31, 2002, the FASB issued FASB Statement No. 148 (SFAS 148),
Accounting for Stock-Based Compensation -- Transition and Disclosure, amending
FASB Statement No. 123 (SFAS 123), Accounting for Stock-Based Compensation. This
Statement amends SFAS 123 to provide alternative methods of transition for an
entity that voluntarily changes to the fair value based method of accounting for
stock-based employee compensation. It also amends the disclosure provisions of
that Statement to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation. Finally, SFAS 148 amends APB Opinion No. 28, Interim
Financial Reporting, to require disclosure about those effects in interim
financial information. For entities that voluntarily change to the fair value
based method of accounting for stock-based employee compensation, the transition
provisions are effective for fiscal years ending after December 15, 2002. For
all other companies, the disclosure provisions and the amendment to APB No. 28
are effective for interim periods beginning after December 15, 2002. The Company
does not expect that the provisions of SFAS No. 148 will have a material impact
on its financial position, its results of operations or its cash flows.

On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, an interpretation of FASB
Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies (SFAS 5), relating to the guarantor's accounting for, and
disclosure of, the issuance of certain types of guarantees.

FIN 45 requires that upon issuance of a guarantee, the guarantor must recognize
a liability for the fair value of the obligation it assumes under that
guarantee. FIN 45 covers guarantee contracts that have any of the following four
characteristics: (a) contracts that contingently require the guarantor to make
payments to the guaranteed party based on changes in an underlying that is
related to an asset, a liability, or an equity security of the guaranteed party
(e.g., financial and




                                       11

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

market value guarantees), (b) contracts that contingently require the guarantor
to make payments to the guaranteed party based on another entity's failure to
perform under an obligating agreement (performance guarantees), (c)
indemnification agreements that contingently require the indemnifying party
(guarantor) to make payments to the indemnified party (guaranteed party) based
on changes in an underlying that is related to an asset, a liability, or an
equity security of the indemnified party, such as an adverse judgment in a
lawsuit or the imposition of additional taxes due to either a change in the tax
law or an adverse interpretation of the tax law, and (d) indirect guarantees of
the indebtedness of others.

FIN 45 specifically excludes certain guarantee contracts from its scope.
Additionally, certain guarantees are not subject to FIN 45's provisions for
initial recognition and measurement but are subject to its disclosure
requirements. The initial recognition and measurement provisions are effective
for guarantees issued or modified after December 31, 2002. The disclosure
requirements were effective for our interim financial statements the quarter
ended December 31, 2002. This standard is effective for the Company's fourth
quarter. The Company does not expect that the adoption of FIN 45 will have a
material impact on its financial position, its results of operations, or its
cash flows and had no effect on its disclosures in its interim financial
statements for the quarter ended December 31, 2002.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations. SFAS No. 143 requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, an entity capitalizes a cost
by increasing the carrying amount of the long-lived asset. Over time, the
liability is accreted to its present value each period and the capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The standard is effective for fiscal
years beginning after June 15, 2002. The Company does not expect that the
adoption of SFAS No. 143 will have a material impact on its financial position,
its results of operations or its cash flows.

In July 2002, FASB issued Statement No. 146 "Accounting for Costs Associated
with Exit or Disposal Activities", which becomes effective January 2003. SFAS
No. 146 requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of commitment. The
Company does not expect that the adoption of SFAS No. 146 will have a material
impact on its financial position, its results of operations or its cash flows.

In April 2002, FASB issued Statement No. 145, "Rescission of FASB Statements No
4, 44, and 64, Amendment of FASB 13, and Technical Corrections", which is
effective for fiscal years beginning after May 15, 2002. Upon adoption of SFAS
145, companies will be required to apply the criteria in APB Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring
Events and Transactions" in determining the classification of gains/losses
resulting from the extinguishment of debt. Upon adoption, extinguishments of
debt shall be classified under the criteria in APB Opinion No. 30. The Company
does not expect that the adoption of SFAS No. 145 will have a material impact on
its financial position, its results of operations or its cash flows.




                                       12

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company does not provide forecasts of its future financial performance.
However, from time-to-time information provided by the Company or statements
made by its employees may contain "forward-looking" information that involves
risks and uncertainties. In particular, statements contained in filings with the
Securities and Exchange Commission (including this Form 10-Q), press releases
and oral statements which are not historical facts constitute forward-looking
statements and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results of
operations and financial condition have varied and may in the future vary
significantly from those stated in any forward-looking statements and there can
be no assurance that the results set forth in those statements will be achieved.
Factors that may cause such differences include, but are not limited to, the
factors discussed below. Each of these factors, and others, are discussed from
time to time in the Company's filings with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2002 filed in May 2002.

On June 3, 2002, the Company received notice from the Nasdaq Listing
Qualifications Staff that the Company is in violation of certain of the minimum
maintenance standards for continued listing of its common stock on The Nasdaq
SmallCap Market. On October 30, 2002, the Company received notice that the
Nasdaq Listing Qualifications Panel had rejected the Company's request for
continued listing on The Nasdaq SmallCap Market, and that the Panel determined
to delist the Company's securities from The Nasdaq Stock Market effective with
the open of business on October 31, 2002. The Company's securities subsequently
began trading on the OTC Bulletin Board under the symbol WKGP.

The Company's future results are subject to substantial risks and uncertainties.
Because the Company derives a substantial portion of its revenue from software
license fees, the Company's quarterly and annual operating results are sensitive
to the size, timing and shipment of individual orders, customer order deferrals
in anticipation of new products or the lengthening of the sales cycle either
generally or with respect to individual customers. In addition, the Company's
growth is dependent on achieving broader market acceptance of its products, the
growth of the product data management market and the ability of the Company to
introduce enhancements and additional integrations to its products in a timely
manner to meet the evolving needs of its customers. The Company also relies on
certain intellectual property protections to preserve its intellectual property
rights. Any invalidation of the Company's intellectual property rights or
lengthy and expensive defense of those rights could have a material adverse
effect on the Company. The segment of the software industry in which the Company
is engaged is extremely competitive. Certain current and potential competitors
of the Company are more established and benefit from greater market recognition
and have substantially greater financial, development and marketing resources
than the Company.

The Company's quarterly and annual operating results are impacted by a variety
of factors that could materially adversely affect revenues and profitability,
including the timing and shipment of enhancements to the Company's products and
changes or anticipated changes in economic conditions. Because the Company's
operating expenses are relatively fixed, an unanticipated shortfall in revenue
in a quarter may have an adverse impact on the Company's results of operations
for that quarter. Actions to manage the Company's expenses commensurate with the




                                       13

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

level of sales expected may include a restructuring of its operations. As a
result of the foregoing and other factors, the Company may experience material
fluctuations in future operating results on a quarterly or annual basis which
could materially and adversely affect its business, financial condition and
stock price.




                                       14

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                             Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer has evaluated
the disclosure controls and procedures as of a date within 90 days before the
filing date of this quarterly report. Based on this evaluation the principal
executive officer and principal financial officer conclude that the disclosure
controls and procedures effectively ensure that information required to be
disclosed in our filings and submissions under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.

CHANGES IN INTERNAL CONTROLS

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation of the internal controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.




                                       15

<PAGE>

                        WORKGROUP TECHNOLOGY CORPORATION
                            Part II Other Information

Item 1.      Legal Proceedings

             The Company is not a party to any litigation that it believes would
             have a material impact on its business.

Item 6.      Exhibits and Reports on Form 8-K

             (a) Exhibits

                   99.1       Certification Pursuant to 18 U.S.C. Section 1350,
                              as Adopted Pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002

             (b) Reports on Form 8-K

                   Form 8-K dated October 28, 2002 regarding our press release
                   announcing an agreement in principle for sale of the Company
                   to SofTech, Inc.

                   Form 8-K dated November 13, 2002 regarding an Agreement and
                   Plan of Merger of the Company with SofTech, Inc. and SofTech
                   Acquisition Corp. Also, in connection with the Agreement and
                   Plan of Merger, certain stockholders of the Company have
                   agreed to tender their shares in the tender offer and/or vote
                   in favor of the SofTech acquisition. A press release
                   announcing that the Company and SofTech, Inc. have signed a
                   definitive agreement under which SofTech, Inc will acquire
                   the Company is made a part of this Form 8-K.

                   Form 8-K dated November 20, 2002 regarding our press release
                   announcing the commencement of the previously announced cash
                   tender offer by SofTech, Inc. for all of the outstanding
                   shares of common stock of the Company at a price of $2.00 per
                   share.

                   Form 8-K dated December 19, 2002 regarding SofTech Inc.'s
                   press release announcing the closing of SofTech Inc.'s all
                   cash tender offer for all of the outstanding shares of common
                   stock of the Company.




                                       16

<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.

                                          WORKGROUP TECHNOLOGY CORPORATION
                                          Registrant

Date:  February 14, 2003                  /s/ Joseph P. Mullaney
      ------------------                  --------------------------------------
                                          Joseph P. Mullaney
                                          President and Chief Executive Officer




                                       17

<PAGE>

                                  CERTIFICATION

I, Joseph P. Mullaney, President and Chief Executive Officer of Workgroup
Technology Corporation, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Workgroup
         Technology Corporation;

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary in order to make the statements made, in light of the
         circumstances under which such statements were made, not misleading
         with respect to the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4.       I am responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and I have;

             a.   designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to me
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;


             b.   evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

             c.   presented in this quarterly report my conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on the required evaluation as of the Evaluation Date;

5.       I have disclosed, based on my most recent evaluation, to the
         registrant's auditors and to the audit committee of the registrant's
         board of directors (or persons performing the equivalent function):


             a.   all significant deficiencies in the design or operation of
                  internal controls  which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

             b.   any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and






                                       18

<PAGE>

                                  CERTIFICATION

6.       I have indicated in this quarterly report whether or not there were
         significant changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of my
         most recent evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.


Date:  February 14, 2003                  /s/ Joseph P. Mullaney
      ------------------                  -----------------------------------
                                          Joseph P. Mullaney
                                          President and Chief Executive Officer




                                       19