Nutrisystem 2006 Annual Report Download - page 66

Exh
i
b
i
t 31.2
C
ertification of Chief Financial Officer of NutriSystem, Inc.
Pursuant to Section 302 of the Sarbanes-Oxle
y
Act of 2002
I
, James D. Brown, certif
y
that:
1
.I
h
ave rev
i
ewe
d
t
hi
s annua
l
report on Form 10-K o
f
Nutr
i
System, Inc.;
2
. Base
d
on my
k
now
l
e
d
ge, t
hi
s report
d
oes not conta
i
n any untrue statement o
f
a mater
i
a
lf
act or om
i
t to state a mater
i
a
lf
act
necessar
y
to make the statements made, in li
g
ht of the circumstances under which such statements were made, no
t
misleading with respect to the period covered by this report
;
3
. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all
mater
i
a
l
respects t
h
e
fi
nanc
i
a
l
con
di
t
i
on, resu
l
ts o
f
operat
i
ons an
d
cas
hfl
ows o
f
t
h
e reg
i
strant as o
f
,an
df
or, t
h
e per
i
o
ds
p
resented in this re
p
ort;
4
. The re
g
istrant’s other certif
y
in
g
officer and I are responsible for establishin
g
and maintainin
g
disclosure controls and
p
rocedures (as defined in Exchange Act Rules 13a-1
5
(e) and 1
5
d-1
5
(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a
. Des
i
gne
d
suc
hdi
sc
l
osure contro
l
san
d
proce
d
ures, or cause
d
suc
hdi
sc
l
osure contro
l
san
d
proce
d
ures to
b
e
d
es
i
gne
d
u
nder our supervision, to ensure that material information relatin
g
to the re
g
istrant, includin
g
its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
b
e
i
ng prepare
d
;
b
. Des
i
gne
d
suc
hi
nterna
l
contro
l
over
fi
nanc
i
a
l
report
i
ng, or cause
d
suc
hi
nterna
l
contro
l
over
fi
nanc
i
a
l
report
i
ng to
be
d
esi
g
ned under our supervision, to provide reasonable assurance re
g
ardin
g
the reliabilit
y
of financial reportin
g
and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles
;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our
conc
l
us
i
ons a
b
out t
h
ee
ff
ect
i
veness o
f
t
h
e
di
sc
l
osure contro
l
san
d
proce
d
ures, as o
f
t
h
een
d
o
f
t
h
e per
i
o
d
covere
db
y
this re
p
ort based on such evaluation; an
d
d. Disclosed in this report an
y
chan
g
e in the re
g
istrant’s internal control over financial reportin
g
that occurred durin
g
registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’
s
i
nterna
l
contro
l
over
fi
nanc
i
a
l
report
i
ng; an
d
5
. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
f
inancial reportin
g
, to the re
g
istrant’s auditors and the audit committee of re
g
istrant’s board of directors (or person
s
p
erforming the equivalent function):
a
. All significant deficiencies and material weakness in the design or operation of internal controls over financial
report
i
ng w
hi
c
h
are reasona
bl
y
lik
e
l
ytoa
d
verse
l
ya
ff
ect t
h
e reg
i
strant’s a
bili
ty to recor
d
, process, summar
i
ze an
d
re
p
ort financial information; and
b
.An
y
fraud, whether or not material, that involves mana
g
ement or other emplo
y
ees who have a si
g
nificant role in th
e
registrant’s internal control over financial reporting.
D
ate: February 27, 2007 By
:
/
S
/J
AME
S
D
.
B R
O
W
N
J
ames
D
.
B
row
n
E
xecut
i
ve V
i
ce Pres
id
ent, C
hi
e
f
F
i
nanc
i
a
l
O
ffi
cer, Secretar
y
a
n
d
Tr
easu
r
e
r