Exhibit 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 12, 2003, accompanying the
consolidated financial statements and schedules included in the Annual Report of
Healthcare Services Group, Inc. and subsidiaries on Form 10-K for the year ended
December 31, 2002. We hereby consent to the incorporation by reference of said
reports in the (i) Post-Effective Amendment No. 1 to the Registration Statement
(Forms S-8 No. 33-35915) pertaining to the Incentive Stock Option Plan and the
Non-Qualified Stock Option Plans of Healthcare Services Group, Inc. and
subsidiaries, (ii) Registration Statement (Form S-8 No. 333-92835) pertaining to
the Employee Stock Purchase Plan and Deferred Compensation Plan of Healthcare
Services Group, Inc. and subsidiaries, (iii) Registration Statement (Form S-8
No. 333-101063), (iv) Registration Statement (Form S-8 No. 333-46656) and (v)
Registration Statement (Form S-8 No. 33-58765).
/s/ Grant Thornton LLP
New York, New York
February 12, 2003
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS ON SCHEDULE
Board of Directors and Stockholders
Healthcare Services Group, Inc.
In connection with our audits of the consolidated financial statements of
Healthcare Services Group, Inc. and subsidiaries, referred to in our report
dated February 12, 2003, which is included in the 2002 Annual Report to
Shareholders and is incorporated by reference in Form 10-K, we have also audited
Schedule II for each of the three years in the period ended December 31, 2002.
In our opinion, this schedule presents fairly, in all material respects, the
information required to be set forth therein.
/s/ Grant Thornton LLP
New York, New York
February 12, 2003
Healthcare Services Group, Inc. and subsidiaries
Schedule II - Valuation and Qualifying Accounts
Years Ended December 31, 2002, 2001, and 2000
Additions
-----------------------------------
Balance- Charged to Charged to
Beginning of Costs and Other Deductions Balance -End
Description Period Expenses Accounts (A) of Period
- ----------- -------------- ----------- ----------- ----------- ------------
2002
- ----
Allowance for Doubtful
Accounts $6,936,000 $6,050,000 $5,663,000 $7,323,000
========== ========== ========== ==========
2001
- ----
Allowance for Doubtful
Accounts $4,914,000 $5,445,000 $3,423,000 $6,936,000
========== ========== ========== ==========
2000
- ----
Allowance for Doubtful
Accounts $7,278,000 $3,250,000 $5,614,000 $4,914,000
========== ========== ========== ==========
(A) Represents write-offs and reclassifications
CERTIFICATION
I, Daniel P. McCartney, certify that:
1. I have reviewed this Annual Report on Form 10-K of Healthcare Services Group,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made know to us by others within those entities, particularly during the
period in which this annual 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 Annual
Report (the "Evaluation Date");
(c) Presented in this Annual Report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors:
(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
6. The registrant's other certifying officer and I have indicated in this Annual
Report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
DATE: March 12, 2003 By: /s/ Daniel P. McCartney
----------------------------
Daniel P. McCartney,
Chief Executive Officer
CERTIFICATION
I, James L. DiStefano, certify that:
1. I have reviewed this Annual Report on Form 10-K of Healthcare Services Group,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made know to us by others within those entities, particularly during the
period in which this annual 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 Annual
Report (the "Evaluation Date");
(c) Presented in this Annual Report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors:
(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
6. The registrant's other certifying officer and I have indicated in this Annual
Report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
DATE: March 12, 2003 By: /s/ James L. DiStefano
-----------------------
James L. DiStefano
Chief Financial Officer
CERTIFICATION
Each of the undersigned hereby certifies, for the purposes of section 1350 of
chapter 63 of title 18 of the United States Code, in his capacity as an officer
of Healthcare Services Group, Inc., a Pennsylvania corporation, that, to his
knowledge, the Annual Report of Healthcare Services Group, Inc. for the year
ended December 31, 2002, fully complies with requirements of Section 13(a) of
the Securities Exchange Act of 1934 and that the information contained in such
report fairly presents, in all material respects, the financial condition and
results of operations of Healthcare Services Group, Inc.
March 12, 2003 By: /s/ Daniel P.McCartney
-----------------------
Daniel P. McCartney
Chief Executive Officer
March 12, 2003 By: /s/ James L. DiStefano
-----------------------
James L. DiStefano
Chief Financial Officer