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I Unless otherwise indicated in this report,
“we,” “us,” “our,” and similar terms refer to Merit Medical Systems, Inc. and
our consolidated subsidiaries. DISCLOSURE REGARDING
FORWARD-LOOKING STATEMENTS This report includes
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than
statements of historical fact are “forward-looking statements” for purposes of
these provisions, including any projections of earnings, revenues or other financial
items, any statements of the plans and objectives of management for future operations,
any statements concerning proposed new products or services, any statements regarding
future economic conditions or performance, and any statements of assumptions underlying
any of the foregoing. All forward-looking statements included in this report are
made as of the date hereof and are based on information available to us as of
such date. We assume no obligation to update any forward-looking statement. In
some cases, forward-looking statements can be identified by the use of terminology
such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,”
“estimates,” “potential,” or “continue,” or the negative thereof or other comparable
terminology. Although we believe that the expectations reflected in the forward-looking
statements contained herein are reasonable, there can be no assurance that such
expectations or any of the forward-looking statements will prove to be correct,
and actual results could differ materially from those projected or assumed in
the forward-looking statements. Future financial condition and results of operations,
as well as any forward-looking statements are subject to inherent risks and uncertainties,
including market acceptance of our products, product introductions, potential
product recalls, delays in obtaining regulatory approvals, cost increases, fluctuations
in and obsolescence of inventory, price and product competition, availability
of labor and materials, development of new products and techniques that could
render our products obsolete, product liability claims, foreign currency fluctuations,
changes in health care markets related to health care reform initiatives, and
other factors referred to in our press releases and reports filed with the Securities
and Exchange Commission (the “SEC”). All subsequent forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by these cautionary statements. Additional factors that may have
a direct bearing on our operating results are described under Item 1A. “Risk Factors”
beginning on page 27. Item 1. Business. GENERAL
Merit Medical Systems, Inc. was formed in 1987 by
a few members of our current management to produce high quality single-use medical
products. Our initial focus was on creating products to be used by doctors in
diagnosing and treating cardiovascular disease. Our early products were designed
to enable physicians and other health care professionals to perform interventional
and diagnostic procedures safely and effectively. Early on, we were able to introduce
innovative new products and capture significant market share because of our expertise
in product design, our proprietary technology, and our skills in injection and
insert molding. Later, we developed an innovative product line of angioplasty
inflation products that included electronic sensing and display features. Angioplasty
is a procedure used to clear out blockages and blood clots in arteries by inserting
and inflating a small balloon in the clogged arteries. We now market these devices
along with a group of sensor–based products designed to be used by hospital personnel
in various diagnostic and interventional catheterization procedures. Catheterization
refers to the process of inserting a catheter, usually into a patient’s arteries.
Recently we have expanded our product offerings to include angiographic catheters,
guide wires, needles, safety products, therapeutic infusion catheters and accessories,
drainage catheters and accessories, sheath introducers, pressure infusion bags,
syringes, kits, procedure trays. Additionally, we have sought to improve on our
line of core products. We offer a broad line of
innovative, disposable products designed to assist physicians in diagnosing disease
and intervening in the areas of radiology and cardiology. Sales of both new and
existing products are increasing both in the United States and in foreign markets.
In the long run, we look to create new products based on our sensor–based technologies,
plastics molding, catheter, guide wire, and electronic capabilities, and to develop
products for diagnostic and interventional procedures in additional markets. Our
sales of stand-alone products, in combination with custom kits, have increased
as we have expanded our product lines. In 2005, approximately 48% of our sales
were made directly to U. S. | |