| | REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To
the Board of Directors and Stockholders of Merit Medical Systems Inc.: We
have audited management’s assessment, included in the accompanying Report on Internal
Control Over Financial Reporting, that Merit Medical Systems Inc. and subsidiaries
(the “Company”) maintained effective internal control over financial reporting
as of December 31, 2005, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. As described in Management’s Report on Internal Control Over Financial
Reporting, management excluded from their assessment the internal control over
financial reporting at MCTec Holdings B.V. (“MCTec”) which was acquired on December
30, 2005, and whose financial statements reflect total assets constituting approximately
two percent of the related consolidated financial statement amounts as of December
31, 2005. Accordingly, our audit did not include the internal control over financial
reporting at MCTec. The Company’s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility is to express
an opinion on management’s assessment and an opinion on the effectiveness of the
Company’s internal control over financial reporting based on our audit. We
conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, evaluating
management’s assessment, testing and evaluating the design and operating effectiveness
of internal control, and performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for
our opinions. A company’s internal control over financial
reporting is a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers, or persons performing similar
functions, and effected by the company’s board of directors, management, and other
personnel to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements. Because
of the inherent limitations of internal control over financial reporting, including
the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely
basis. Also, projections of any evaluation of the effectiveness of the internal
control over financial reporting to future periods are subject to the risk that
the controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. In
our opinion, management’s assessment that the Company maintained effective internal
control over financial reporting as of December 31, 2005, is fairly stated, in
all material respects, based on the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2005, based
on the criteria established in Internal Control-Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission. We
have also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements and financial
statement schedule as of and for the year ended December 31, 2005, of the Company
and our report dated March 1, 2006 expressed an unqualified opinion on those financial
statements and financial statement schedule. DELOITTE
& TOUCHE LLP
Salt Lake City, Utah
March 1, 2006 | |
