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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[x]         Annual  report  pursuant  to Section  13 or 15(d) of the  Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2000 or

[ ]         Transition  report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

MERIT MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)

Utah                           0-18592               87-0447695
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(State or other jurisdiction      (Commission File No.)      (IRS Employer
of incorporation)                                      Identification No.)

1600 West Merit Parkway
South Jordan, Utah 84095
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(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (801) 253-1600

Securities registered pursuant to Section 12(b) of the Act:

None
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Securities registered pursuant to Section 12(g) of the Act:

Title of Class
--------------------------
Common Stock, No Par Value

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 [ ]   No [X]

Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  Registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

The aggregate  market value of the Common Stock held by  non-affiliates
of the Registrant,  based upon the closing sale price of the Common Stock on the
NASDAQ National Market System on March 28, 2001, was approximately  $48,274,801.
Shares of Common  Stock held by each officer and director and by each person who
may be deemed to be an affiliate have been excluded.

As of March 28,  2001 the  Registrant  had  7,801,988  shares of Common
Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following  documents are  incorporated  by reference in
Parts II, III and IV of this Report: the Registrant's definitive Proxy Statement
relating to the Annual Meeting of Shareholders  scheduled for May 23, 2001 (Part
III).
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TABLE OF CONTENTS

PART I................................................................................................. 1
Disclosure regarding forward-looking statements.................................................................. 1
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Item 1.   Business............................................................................................... 1
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GENERAL ............................................................................................... 1
PRODUCTS............................................................................................... 2
Inflation Devices.............................................................................. 2
Control Syringes............................................................................... 3
Specialty Syringes............................................................................. 3
High Pressure Contrast Injection Line and Sherlock Connectors.................................. 3
Manifolds...................................................................................... 3
Waste Containment Systems...................................................................... 4
Hemostasis Valves.............................................................................. 4
Torque Device.................................................................................. 4
Marquis Series Stopcock........................................................................ 4
Contrast Management Systems.................................................................... 4
Majestik Angiographic Needles.................................................................. 4
Fountain Infusion Catheter..................................................................... 4
Tomcat (PTCA) Guide Wire ...................................................................... 4
Squirt Wound Irrigation ....................................................................... 4
Angiography Pigtail Catheter .................................................................. 4
Pericardiocentesis............................................................................. 4
Meritrans Pressure Transducers ................................................................ 5
ShortStop ..................................................................................... 5
Custom Kits.................................................................................... 5
Diagnostic Cardiology Catheters ............................................................... 5
Diagnostic Radiology Catheters................................................................. 5
Vessel-Sizing Catheters ....................................................................... 5
Percutaneous Sheath Introducers................................................................ 5
Diagnostic Guide Wires......................................................................... 5
Guide Catheters................................................................................ 5
MARKETING AND SALES............................................................................ 5
Market Strategy................................................................................ 5
U.S. Sales..................................................................................... 6
International Sales............................................................................ 6
CUSTOMERS.............................................................................................. 6
RESEARCH AND DEVELOPMENT............................................................................... 7
MANUFACTURING.......................................................................................... 7
COMPETITION............................................................................................ 7
PATENTS, PATENT APPLICATIONS, LICENSES, TRADEMARKS AND COPYRIGHTS...................................... 8
REGULATION............................................................................................. 9
EMPLOYEES.............................................................................................. 9
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND
EXPORT  SALES................................................................................. 9

Item 2.   Properties............................................................................................. 9
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Item 3.   Legal Proceedings..................................................................................... 10
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Item 4.   Submission of Matters to a Vote of Security Holders................................................... 10
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PART II   ...................................................................................................... 11

Item 5.   Market for Registrant's Common Stock and Related Shareholder Matters.................................. 11
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Item 6.   Selected Financial Data............................................................................... 11
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Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations................. 12
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Item 7A. Quantitative and Qualitative Disclosure About Market Risk ............................................. 14
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ii

(Continued)

Item 8.   Financial Statements and Supplementary Data........................................................... 15
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Item 9.   Changes and Disagreements with Accountants on Accounting and Financial Disclosure..................... 37
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PART III  ...................................................................................................... 37

Items 10, 11, 12 and 13......................................................................................... 37

PART IV   ...................................................................................................... 37

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K....................................... 37
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SIGNATURES...................................................................................................... 39

iii

PART I

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 and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.  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  document  are made as of the date  hereof and are
based on  information  available  to Merit as of such  date.  Merit  assumes  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" or  "believes,"
"estimates,"  "potential,"  or  "continue,"  or the  negative  thereof  or other
comparable  terminology.  Although the Company  believes  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 the Company's 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 render the
Company's products obsolete,  foreign currency  fluctuations,  changes in health
care  markets  related  to health  care  reform  initiatives  and other  factors
referred  to in  the  Company's  press  releases  and  reports  filed  with  the
Securities and Exchange  Commission.  All subsequent Forward- Looking Statements
attributable  to the  Company  or persons  acting on its  behalf  are  expressly
qualified in their entirety by these cautionary statements.

Item 1.   Business.
---------

GENERAL

Merit  Medical  Systems,  Inc. (the  "Company")  was formed in 1987 by
members  of its  current  management  for the  purpose of  producing  single-use
medical  products  of high  quality  and  superior  value  primarily  for use in
diagnosis and treatment of cardiovascular  disease.  The Company's  products are
designed to provide  physicians and other health care professionals with devices
that enable them to perform  interventional and diagnostic procedures safely and
effectively.  Initially,  the  Company's  expertise  in  product  design and its
proprietary  technology and skills in injection and insert molding enabled it to
introduce  innovative  new products and capture  significant  market share.  The
Company   subsequently   combined  its  plastics  molding  capability  with  the
application of proprietary electronics and sensor-based  technologies to develop
a line of angioplasty  inflation  products with  electronic  sensing and display
features.  These  devices are now included in a group of  sensor-based  products
that address a broad range of needs  related to  diagnostic  and  interventional
catheterization  procedures  performed in hospitals.  Since 1997 the Company has
expanded  its  product  offerings  to include  catheters,  guide  wires,  sheath
introducers, needles and drug infusion devices.

The  Company's  strategy  is to  offer  a broad  line  of  innovative,
disposable  products for diagnosis and intervention in radiology and cardiology.
Merit  continues to increase  market  acceptance  and  penetration  for both its
existing and new products in the U.S. and in international markets. Longer term,
the  Company's  strategy  is to  extend  the  application  of  its  sensor-based
technologies,   plastics   molding,   catheter,   guide  wire,   and  electronic
capabilities  and  to  develop   products  for  diagnostic  and   interventional
procedures  in  additional  markets  such as  neuroradiology,  nephrology,  pain
management  and critical care.  The Company's  sales of stand-alone  products in
combination  with custom kits have  increased as additions have been made to the
Company's product lines. In 2000,  approximately 53% of the Company's sales were
made  directly to U.S.  hospitals  and  approximately  22% of sales were made to
custom packagers,  distributors and O.E.M. companies who also distribute to U.S.
hospitals.  Approximately  25% of the  Company's  sales  in  2000  were  made in
international markets.

1

The Company was organized in July 1987 as a Utah corporation.  In July
1994,  the  Company  purchased  a  controlling   interest  in  Sentir,  Inc.,  a
California-based manufacturer of silicon sensors, ("Sentir") and during 1999 the
Company  purchased  the  remaining  interest.  The Company also has  established
subsidiaries in Ireland,  Germany,  France, the United Kingdom,  Belgium, and in
the case of Sentir,  the Netherlands to conduct its international  business.  On
January 31, 1997, the Company  purchased the operating  assets and product lines
of Universal Medical  Instruments Corp.  ("UMI"). On August 20, 1999 the Company
purchased the operating  assets and product lines of the Angleton Texas division
of  Mallinckrodt  Inc.  ("Mallinckrodt").  The Company's  principal  offices are
located in a manufacturing and office facility at 1600 West Merit Parkway, South
Jordan, Utah 84095, and its telephone number is (801) 253-1600.
See "Item 2. Properties."

PRODUCTS

The Company's products have been designed and developed in response to
the needs of customers and patients.  These needs have been identified primarily
through  observation of procedures in the cardiac  catheterization and radiology
laboratories,  consultation  with the Company's medical advisors and consultants
and through direct  communication  with  customers.  Since 1988, the Company has
developed and introduced  several  product  lines,  including  control  syringes
(CCS(TM)and  Smart Tip(TM)),  inflation  devices  (Intellisystem(R)  Monarch(R),
Basix(TM), and basixCOMPAK(TM) including new 25-atmosphere versions),  specialty
syringes  (Medallion(R),and  VacLok(R)),  high-pressure  tubing  and  connectors
(Excite(TM),  flexible,  braided, rigid, pvc, and Sherlock(TM)) , waste handling
and disposal products (Merit Disposal  Depot(R) and  Backstop(R)),  a disposable
blood pressure transducer (Meritrans(R)), disposable hemostasis valves (MBA(TM),
Passage(R),  Access-9,(TM) Access Plus(TM),  Double-Play(TM) and Inspector(TM)),
manifolds  and  stopcocks   (Marquis(R)  Series),  a  torque  device,   contrast
management  systems  (Miser(R)  and  In-Line  Contrast  Management  System(TM)),
angiography needles (Majestik(R) Series),  blood containment devices (Captiva(R)
), pericardiocentesis catheters and procedure trays, PTCA guide wires (TomCat(R)
)  and  extension  wires,   thrombolytic  infusion  catheters  (Fountain(R)  and
Mistique(TM))  and accessories  (Squirt(TM)),  diagnostic  angiographic  pigtail
catheters,  and diagnostic cardiology and radiology catheters,  (SofTouch(R) and
Performa(R),  sheath  introducers  (DialEase(TM))  and  diagnostic  guide wires,
RadStat(TM) and  BackStop(TM).  These products are sold separately and in custom
kits consisting primarily of selected combinations of products.

The Company has not experienced any product liability claims; however,
the sale and use of its products entails an inherent risk that product liability
claims may be  asserted  against the  Company.  The  Company  maintains  product
liability  insurance  in the  amount of  $5,000,000  per  occurrence  and in the
aggregate,  which may not be  adequate  for  expenses  or  liabilities  actually
incurred.

Inflation Devices.  Inflation devices are large,  specialized syringes
used  in  interventional  catheterization  procedures  to  inflate  and  deflate
balloon-tipped catheters. The Company has received 510(k) approval from the U.S.
Food  and Drug  Administration  ("the  FDA")  for use of its  digital  inflation
devices  for  a  wide  range  of  additional   clinical   applications  such  as
discography,  esophageal dilitation,  trigeminal nerve compression,  and retinal
detachment.  Each  of  the  Company's  inflation  devices  and  universal  fluid
dispensing  syringes  incorporates  patented,  proprietary design features which
contribute  to ease of use,  including  allowing  the  clinicians  to  engage or
release the syringe  plunger with one hand while  increasing or  decreasing  the
pressure.  Each  syringe  also  provides  a clear  view of the  fluid  path that
simplifies debubbling and contributes to accurate measurement of pressure.

The  Company's  IntelliSystem(R)  25 inflation  device,  which was the
first such  device to  incorporate  electronic  sensing  and  display  features,
consists  of a  disposable  20cc  inflation  syringe  and an  integral  pressure
transducer which connects to an electronic monitor outside of the sterile field.
To aid the marketing  process and encourage use of the Company's  products,  the
electronic  monitor is provided  without charge to large volume  customers using
the  IntelliSystem.  The IntelliSystem  measures,  times,  records and digitally
displays  information  concerning  the  pressure,  duration  and  number of each
inflation and deflation of the angioplasty balloon.  When used in other clinical
applications such as discography,  the Intellisystem  accurately dispenses fluid
while documenting and graphing  pressures in the disc. The Company believes that
electronic  sensing and display of such  information  is much more  accurate and
precise than that which can be obtained from  conventional  analog  gauges.  The
data is stored and may be displayed, retrieved, graphed and printed.

2

The patented  IntelliSystem  II color  monitor is the most advanced on
the market and gives physicians several highly desirable options.  These include
a large,  touch screen and display,  an instant display of positive and negative
pressures and enlarged  graphing  display to show  extremely  subtle  changes in
pressure  measurements.  In addition the display and  readouts are  available in
four  languages by touching  the screen.  Merit is the only company with digital
technology sensitive enough to show minute changes in pressure.

The  Monarch 25 is a  disposable  inflation  device  which  digitally
displays data concerning pressure and duration of inflations and deflations on a
small  electronic  monitor mounted on the barrel of the inflation  syringe.  The
monitor does not offer all of the same display, storage or printing capabilities
of the  IntelliSystem & IntelliSystem  II but offers the convenience of portable
operation.

The  Basix(R) 25 and the new  BasixCOMPAK  are  disposable  inflation
devices which  incorporate a conventional  analog  pressure gauge mounted on the
barrel of the  inflation  syringe.  The Basix  more  closely  resembles  devices
marketed by the Company's  competitors  but includes the  Company's  proprietary
design  features  and  benefits.   The  Company  believes  that  the  Basix  and
BasixCOMPAK  represent a significant  addition to its line of inflation  devices
that will  contribute to sales where both  clinical and economic  outcomes are a
priority.

Control  Syringes.  The  Company's  disposable  control  syringes  are
utilized for  one-handed  control of the  injection of contrast  media and other
fluids during angiography, angioplasty and stent placement. The control syringes
are molded from  polycarbonate  material  which is stronger than glass and other
plastics used in the industry.  The Company offers different models and sizes of
the control syringes with varying features,  according to physician  preference.
These features include different configurations of syringe handles, plungers and
connectors which allow operation of the syringe in a fixed or rotating  position
and  varying  volume  sizes,  including  a popular  8ml mode,  Inject8(TM).  (In
response to customer  demand,  Merit  launched  latex-free  control  syringes in
1998).

Specialty Syringes.  Merit's Medallion syringes, a line of disposable,
latex-free,   color-coded   specialty   syringes  are  used  for   injection  of
medications,  flushing of manifolds and other general  purposes.  These syringes
are molded of  polycarbonate  material for added  strength and are  available in
hundreds of sizes,  colors and custom  printing  combinations.  The color coding
allows a clinician to assign a color for each  medication to be dispensed and to
differentiate  syringes  by their  contents.  The  syringes  can also be  custom
printed to the specifications of the user. In response to customer requests, the
Company has developed and added additional sizes of its specialty syringes which
have applications in dispensing various medications  required in a broader range
of peripheral procedures. The Company believes that the design, color coding and
materials used in its specialty  syringes  contribute to patient safety and more
efficient  procedures.  The specialty  syringes are sold  separately  and are an
important component of the Company's custom kits.

High-Pressure Contrast Injection Line and Sherlock Connectors.  During
angiographic  and  diagnostic  radiology  procedures,  contrast  media  must  be
injected   through  a  catheter  into  the  blood  vessel.   This  is  sometimes
accomplished  by a mechanical  injector which can generate  pressures up to 1200
pounds per square inch ("psi"),  and requires  tubing that can  withstand  these
pressures.  The Company offers high-pressure,  specialty tubing with proprietary
Sherlock  connectors.  In 1998 the Company  launched  Excite(TM),  a new line of
clear,  flexible  high-pressure  tubing  that  combines  the  features of tubing
clarity and  strength.  Sherlock  connectors  allow  coupling and  uncoupling of
tubing  with  injectors,  syringes  and  manifolds  without  over-tightening  or
breakage.  The Company is currently  offering  specialty  tubing that can handle
pressures  ranging  from 500 to 1200 psi.  The  specialty  tubing with  Sherlock
connectors is an important component of custom kits.

Manifolds.  The administration of saline,  imaging and contrast fluids
and the  management  of  blood-pressure  monitoring,  fluid  injection and waste
collection in angiography or angioplasty  procedures is  accomplished  through a
series of valves on a  manifold  which  control  the flow of  various  fluids in
different  directions.  The Company has designed its own manifold  consisting of
two,  three,  four or five valves.  The Company  believes  its  manifold  offers
greater ease of use,  simplified  identification of flow direction and leak-free
operation  under the pressures of manual or mechanical  injection of fluids when
compared to manifolds sold by competitors. The Merit Manifold is sold separately
but is also a key component of the Company's custom kits.

3

Waste  Containment  Systems.  Because of  heightened  awareness of the
risks  associated with blood and related waste  materials,  hospitals have moved
toward closed systems whenever possible. To address these concerns,  the Company
has designed a waste  containment  bag which connects to a manifold and collects
waste materials such as blood and other fluids during  angiography,  angioplasty
or other procedures.  The Merit Disposal Depot(TM) is self-contained for ease of
disposal and reduces risk of  contamination.  The  Backstop(TM)  is a unique and
proprietary  alternative  fluid disposal  basin  designed to reduce  exposure to
blood-borne pathogens.

Hemostasis   Valves.   The  MBA,  Passage,   Access  9,  Access  Plus,
Double-Play,  and Inspector  hemostasis  valves are used in conjunction with the
Company's  inflation  devices and as a component  of the  Company's  angioplasty
packs.  These valves are made of  polycarbonate  plastic for clarity and include
Sherlock connectors. The devices differ in size and function. The MBA features a
valve mechanism that minimizes  blood loss during  exchange of wires,  catheters
and other tools through the valve.

Torque  Device.  The Merit torque device is a guide wire steering tool
with a tapered design and contrasting colors for improved visibility. The torque
device typically is included as a component of the Company's angioplasty packs.

Marquis(TM)  Series  Stopcock.  The Company's  Marquis Series Stopcock
offers  improvements to competitive  stopcock  devices,  including a large, easy
grip handle.  The Marquis  Series  Stopcock is used in connection  with Sherlock
connectors to provide improved connections during procedures.

Contrast  Management  Systems.  The Miser(TM) and the In-Line Contrast
Management   System  have  been   designed  to  increase   catheterization   lab
efficiencies by reducing contrast media waste.

Majestik(TM)  Angiographic Needles. The angiography needle creates the
percutaneous  (through the skin) access site for all angiography and angioplasty
procedures.  This site is the point of entry for the  introducer  sheath,  guide
wires, catheters and any other interventional devices. The Merit Majestik Needle
helps the physician achieve  precision  vascular access with one of the sharpest
angiography needles on the market.

Fountain(TM)   Infusion  Catheter.   The  Fountain  catheter  delivers
therapeutic  solutions to dissolve blood clots (thrombi) in peripheral  vessels.
This  catheter is used to treat  peripheral  arterial  occlusions,  hemodialysis
graft  occlusions,  and deep vein  thrombosis.  This  product  incorporates  the
Squirt(TM) fluid dispensing system for controlled fluid delivery.

Tomcat(TM)   (PTCA)  Guide  Wire.  Tomcat  guide  wires  are  used  in
percutaneous  transluminal  coronary  angioplasty  (PTCA)  and stent  deployment
procedures.  Guide  wires are used to guide and place  balloon  angioplasty  and
stent deployment catheters into coronary arteries.  This product complements our
existing lines of inflation  devices and  accessories  currently used in balloon
angioplasty  procedures  and was  designed,  developed and  manufactured  in the
Company's Ireland facility.

Squirt Wound Irrigation. In any traumatic wound, the risk of infection
is greatly  decreased  by the  removal of bacteria  and foreign  matter from the
site. Merit launched a line of Squirt wound irrigation products in 1998 designed
for the emergency room to deliver large volumes of irrigation fluid. The product
features a proprietary,  one-handed Squirt fluid delivery syringe, an adjustable
nozzle and splash protecting shield.

Angiography Pigtail Catheter. In 1997 Merit acquired new product lines
and  technologies  from UMI, a small  specialty  medical  manufacturing  firm in
upstate  New  York.  At that  time the  Company  began  marketing  a new line of
thin-wall,  FEP (Teflon),  high-flow,  pigtail  angiographic  catheters  ideally
suited for smaller patients.

Pericardiocentesis.  Merit  offers a complete  pericardiocentesis  kit
which combines a high-flow drainage catheter and virtually all components needed
to place  the  device  in the  pericardial  sack.  This  combination  saves  the
physician both time and money by having all  components in one convenient  tray.
On occasion,  the sack surrounding the heart becomes filled with blood or fluid.

4

To remove the fluid and the  potential  for  cardiac  tamponade,  a catheter  is
placed in the pericardial sack. The Company designed,  manufactured and launched
two proprietary kits (pigtail and straight) including the catheter and necessary
components to perform the procedure.

Meritrans(TM)   Pressure   Transducers.   Diagnostic   blood  pressure
monitoring is a clinical priority in virtually all diagnostic and interventional
procedures.   The  Meritrans  provides  clinicians  with  reliable  and  precise
blood-pressure  measurement.  The clear,  flow-through design makes flushing and
debubbling  simple and safe.  The  transducer  is a critical  component  in many
custom kit configurations.

ShortStop(TM).  In  2000,  Merit  introduced  the  ShortStop,  a small
container  with an adhesive  base that fits on the back table in a clinical lab.
It is used for the temporary  containment  of needles,  scalpels and other sharp
tools to and in the prevention of inadvertent needles sticks .

Custom  Kits.  Custom  kits allow  physicians  to obtain  the  medical
devices and accessories they most frequently use during angiography, angioplasty
and similar  procedures in a convenient,  pre-packaged and  pre-assembled  form.
Custom kits also provide cost savings over purchasing single products and reduce
the hospital's  administrative costs associated with maintaining an inventory of
individual, sterile products.

Diagnostic Cardiology Catheters.  Cardiac catheterization is performed
to diagnose the nature,  severity,  and precise  location of blockages and other
abnormalities  of the  heart.  This  technique  represents  the  most  essential
diagnostic tool in the management of patients with cardiovascular  disease.  The
Company  manufactures and sells a complete line of diagnostic catheters used for
these procedures.

Diagnostic Radiology Catheters. Radiology catheters are engineered and
designed with distinct tip  configurations to access specific vessels and organs
outside  the heart  (head,  kidneys,  etc).  Merit  acquired a strong  radiology
catheter product portfolio from Mallickrodt's Angleton Division in 1999.

Vessel-Sizing  Catheters.  In 2000 Merit introduced a complete line of
vessel-sizing  catheters,  which are used by radiology physicians to measure the
internal diameter and length of a blood vessel under fluoroscopy.  Procedures in
which these  catheters  are used  include  angioplasty,  embolization,  abnormal
aortic  aneurysm  (AAA)  stent-grafts  and vena cava filter  placements.  In the
fourth quarter,  Merit  introduced its most popular model,  the 20-band version,
for use in measuring the aorta in a AAA stent-graft procedure.

Percutaneous Sheath Introducers. Sheaths are used to create the access
through which guide wires and catheters  are passed into the  vasculature.  Most
sheaths  incorporate  a valve hub to minimize  bleeding and a side port for drug
delivery.  (The Company  acquired the Performa line of sheath  introducers  from
Mallinckrodt in 1999).

Diagnostic Guide Wires. Guide wires are relatively simple, spring-type
products that provide the necessary firmness and control to advance catheters to
the site where  angiograms  will be taken.  Guide wires vary in length,  outside
diameter and tip configuration.  The Company  distributes an OEM guide wire made
to exact specifications.

Guide Catheters.  Coronary  angioplasty  requires the use of a guiding
catheter  to place the  balloon  within the  arterial  system.  The  catheter is
inserted through the sheath into the arterial system. Once in place, the guiding
catheter acts as a conduit for the guide wire,  the dilating  balloon  catheter,
coronary  stents and the  radiopaque  dye that is used to  provide  fluoroscopic
visualization during the procedure. The Mallinckrodt acquisition brought with it
a line of high- quality guide catheters used in cardiology.  The Company intends
to dedicate resources to expand this offering.

MARKETING AND SALES

Market Strategy.  The Company's marketing strategy is strongly focused
on identifying and introducing highly profitable,  differentiated  products that
meet customer needs. The Company has targeted  selected hospital market segments
in cardiology  and radiology  where its products are used.  Suggestions  for new
products  and  product  improvements  may come from  engineers,  sales  persons,
physicians and technicians who perform the clinical procedures.

5

When  a  product  suggestion   demonstrates   sustainable  competitive
advantage, meets customer needs, fits strategically and technologically, and has
good potential  financial return, a "project team" is chartered with individuals
from the Company's marketing,  engineering,  manufacturing and quality assurance
departments . This team  identifies  the customer  requirements,  integrates the
design,  compiles  all  necessary  documentation  and testing and  prepares  the
product for market  introduction.  The Company strongly believes that one of its
marketing strengths is its capacity to rapidly conceive,  design,  develop,  and
introduce new products.

Cardiovascular  disease is the  number-one  health problem in the U.S.
According to American Heart Association estimates,  nearly 60 million Americans,
or  approximately  25% of the population,  has one or more types of the disease.
Cardiovascular  disease  accounts for an estimated one million deaths  annually,
more than 40% of the U.S. total.  Transcatheter  modalities  currently represent
the greatest potential to diagnose and treat the disease. The Company intends to
leverage its strong market  position in both catheter  technology  and accessory
products to continue sales growth.

The  global  market  for  transcatheter  products  stands  at a  major
crossroad,  even when  considering the continued  dynamic  evolution in vascular
stent  placement.  Laser  techniques have not  demonstrated the success that was
expected in the last few years. The core diagnostic and therapeutic applications
for basic transcatheter  technologies  (balloons,  stents and defect repair) are
well  established,  with the future growth of procedures and products  dependent
upon demographic trends. This has not, however, prevented significant investment
of new technologies  and  applications  designed to enhance patient outcomes and
enable the treatment of new populations that have been traditionally  limited to
surgical  intervention.  The Company  believes it is well  positioned to monitor
these trends and launch  catheters and accessories to support  growing  clinical
applications.

There  are a  large  number  of  projects  focused  on  improving  the
diagnosis of cardiovascular  disease,  solving the issue of restenosis and other
less invasive  alternatives to open-heart  surgery.  In recent years researchers
have focused  their  interests  on  technologies  and products  that support the
growth of  transcatheter  approaches  to reducing the morbidity and mortality of
cardiovascular disease, including:  radiated stents and balloons,  anti-platelet
therapy,  gene therapy,  percutaneous  coronary thrombectomy and transmyocardial
revascularization.  One area of specific  interest to the Company is transradial
catheterization.  The Company  will  continue  to develop and launch  innovative
products to support these clinical trends.

U.S. Sales. The Company's  direct sales force currently  consists of a
vice  president of sales,  two executive  sales  managers,  five regional  sales
managers and 46 direct sales representatives located in major metropolitan areas
throughout the U.S. The Company's sales people are trained by Company  personnel
at the  Company's  facilities,  by a senior  sales  person  in their  respective
territories,  at regular  national and  regional  sales  meetings by  consulting
cardiologists and employees of the Company,  and by observation of procedures in
catheterization laboratories.

International  Sales.  Outside of the U.S., the Company's products are
presently  sold by 42  independent  dealer  organizations  and 15  direct  sales
representatives  in  Germany,  France,  the  United  Kingdom,  Canada,  Belgium,
Netherlands, and Ireland. In 2000, the Company's international sales grew by 26%
and accounted for  approximately 25% of total sales. The Company has appointed a
vice president for  international  sales and established an international  sales
and  distribution  office in Maastricht,  The  Netherlands.  With the recent and
planned additions to its product lines, the Company believes that  international
sales will continue to increase.

International  dealers are  required to  inventory  products  and sell
directly to customers  within defined sales  territories.  Each of the Company's
products  must be approved for sale under the laws of the country in which it is
sold.  International  dealers are responsible for compliance with all applicable
laws and regulations in their respective countries.

CUSTOMERS

The  Company  serves   hospital-based   cardiologists,   radiologists,
anesthesiologists,  physiatrists (pain management), neurologists, ER physicians,
technicians  and  nurses who  influence  the  purchasing  decision  for  Merit's
products.  Hospitals  also purchase the Company's  products in the U.S.  through
custom  packagers  and packers who assemble and combine  products in custom kits

6

and packs. The Company's  customers outside the U.S. are hospitals and other end
users in those countries where a direct sales force has been established, and in
other  countries  are  independent  dealers  in medical  products  who resell to
hospitals and other customers.

In 2000,  approximately  53% of the Company sales were made directly
to  domestic  hospitals,  22%  to  custom  packagers  and  packers  and  25%  to
international markets. Sales to the Company's single largest customer, a foreign
dealer,  accounted  for 6.0% of total sales  during the year ended  December 31,
2000. Merit manufactures  products for other medical device companys through its
OEM program.  In 2000, OEM sales represented 5.4% of Merit's total revenue.  The
Company is investing  heavily in people and programs to expand the OEM business.
Merit recognizes the growth opportunity in this area.

RESEARCH AND DEVELOPMENT

The  Company  believes  that  one of its  important  strengths  is its
ability to quickly adapt its expertise and  experience in injection  molding and
to apply its  electronic and sensor  technologies  to a perceived need for a new
product or product improvement.  The Company's development efforts are presently
focused on disposable,  innovative  single-patient or single-use items which can
be  included  in the  Company's  custom  kits  or sold  separately.  Longer-term
projects  include use of sensor-based  technologies in a variety of applications
and additional inflation devices with added capacities and features.  There is a
new focus on  interventional  vascular access products,  such as needles,  guide
wires, and catheters.  Certain of the Company's executive officers also devote a
substantial  portion of their time to research  and  development.  Research  and
development  expenses were  $3,864,171,  $3,618,041 and $3,244,477 in 2000, 1999
and  1998,   respectively.   There  was  no   customer-sponsored   research  and
development. The Company anticipates that its research and developement expenses
will range between approximately 4.0% and 5% of net sales for 2001.

MANUFACTURING

Many  of  the  Company's  products  are  manufactured   utilizing  its
proprietary  technology and expertise in plastic  injection and insert  molding.
Tooling of molds is contracted  with third parties,  but the Company designs and
owns all of its molds.  The Company  utilizes its  experience  in injection  and
insert molding  technologies in the manufacture of most of the custom components
used in its products.

The   electronic   monitors   and  sensors   used  in  the   Company's
IntelliSystem   and  Monarch  inflation  devices  are  assembled  from  standard
electronic  components or purchased from  suppliers.  (In July 1994, the Company
acquired a 73%  interest and in August 1999 the Company  acquired the  remaining
interest in Sentir,  which is engaged in  development  and  marketing of silicon
sensors.  Sentir is presently providing virtually all of the sensors utilized by
the Company in its digital inflation devices).

The Company's  products are  manufactured at several  facilities  including
South Jordan,  Utah;  Galway,  Ireland;  Angleton,  Texas and a leased expansion
facility in Murray, Utah. See "Item 2. Properties."

COMPETITION

The  principal  competitive  factors  in  the  markets  in  which  the
Company's  products are sold are quality,  performance,  service and price.  The
Company believes that its products have achieved rapid market acceptance due, in
part, to the quality of materials and workmanship, innovative design and ease of
operation,  and the  Company's  prompt  attention  to  customer  inquiries.  The
Company's products are priced competitively,  but generally not below prices for
competing products.

There are several  companies  which are in the business of  designing,
manufacturing and marketing devices similar to the Company's  products,  most of
which have substantially  greater financial,  technical and marketing  resources
than the Company.  The Company believes,  based on available  industry data with
respect  to the  number of  procedures  performed,  that it is one of two market
leaders in the U.S. for control  syringes,  tubing and manifold  kits  (together

7

with NAMIC USA  Corporation,  a  subsidiary  of Boston  Scientific),  and is the
leader in the U.S. market for inflation devices and hemostasis accessories.  The
Company also believes that the recent and planned additions to its product lines
will  enable it to  compete  more  effectively  in both U.S.  and  international
markets.   The  Company's  new   IntelliSystem(R)   II  color  monitor  provides
considerable   improvements,   including   sensitivity,   in  existing   digital
technology.  The Company is the only provider of digital inflation technology in
the world.  There is no  assurance,  however,  that the Company  will be able to
maintain its existing  competitive  advantages or to compete successfully in the
future.

A substantial majority of the Company's revenues are presently derived
from sales of products used in coronary angiography and angioplasty  procedures.
Other procedures, devices and drugs for the treatment and prevention of coronary
artery  disease have been  developed and are currently  being used such as laser
angioplasty,  atherectomy procedures and drug therapies, the effect of which may
be to render certain of the Company's  products obsolete or to limit the markets
for its  products.  However,  with the  advent  of  vascular  stents  and  other
procedures such as discography,  the Company has experienced continued growth in
its  proprietary  inflation  technology.  The radiology and  cardiology  markets
encompass a large  number of  suppliers  of many  different  sizes.  The Company
competes  with  small  firms,  such as  Possis  Medical  and  Microtherapeutics;
medium-sized   companies  like  Cook,  Arrow  and  Angio  Dynamics;  and  large,
international, multi-supply medical companies, such as Johnson & Johnson, Boston
Scientific, Guidant, Medtronic and C.R. Bard.

PATENTS, PATENT APPLICATIONS, LICENSES, TRADEMARKS AND COPYRIGHTS

The Company  considers its  proprietary  technology to be important in
the  development  and  manufacture  of its  products  and seeks to  protect  its
technology through a combination of patents and confidentiality  agreements with
its  employees  and others.  Two U.S.  patents were issued in 1991  covering the
mechanical aspects of the Company's  angioplasty  inflation devices which relate
to the  ability  of the user to engage or  release  the  syringe  plunger  while
increasing or decreasing  pressure,  and two U.S.  patents were obtained in 1992
and  1993  covering  digital  control  aspects  of the  Company's  IntelliSystem
inflation device and for displaying,  storing and retrieving inflation data. The
Company  has  obtained  other  patents  covering  each of its  Monarch and Basix
inflation devices and additional features of the IntelliSystem.

Corresponding patent applications  covering the claims included in the
Company's U.S.  patents and patent  applications  have been initiated in several
foreign  countries.  The Company  deems its  patents  and patents  pending to be
materially  important  to its  business  but does not  believe  its  business is
dependent on securing  such  patents.  The Company  negotiated a license in 1992
with respect to patents concerning  technology utilized in its IntelliSystem and
Monarch  inflation  devices in consideration of a 5.75% ongoing royalty,  not to
exceed  $450,000  annually.  Royalties paid in each of 2000,  1999 and 1998 were
$450,000.

While the Company has obtained U.S.  patents and filed additional U.S.
and foreign patent  applications as discussed  above,  there can be no assurance
that issued  patents will provide the Company with any  significant  competitive
advantages  or will not be  challenged  by third  parties or that the patents of
others will not have an adverse  effect on the ability of the Company to conduct
its business.  The Company could incur substantial costs in seeking  enforcement
of its patents against  infringement or the  unauthorized use of its proprietary
technology by others or in defending  itself  against  similar claims of others.
Insofar as the  Company  relies on trade  secrets  and  proprietary  know-how to
maintain its competitive position, there can be no assurance that others may not
independently develop similar or superior technologies.

The Company has  registered  or applied  for  registration  of several
tradenames  or  trademarks.  See  "Products."  (Page 2). The Company also places
copyright  notices  on its  instructional  and  advertising  materials  and  has
registered  copyrights  relating  to  certain  software  used in its  electronic
inflation devices.

8

REGULATION

The development, testing, packaging, labeling and marketing of medical
devices and the manufacturing procedures relating to these devices are regulated
under  the  Federal  Food,  Drug and  Cosmetic  Act and  additional  regulations
promulgated  thereunder by the FDA. In general,  these statutes and  regulations
require that  manufacturers  adhere to certain standards  designed to ensure the
safety and  effectiveness of medical devices.  The Company employs a director of
regulatory  affairs who is responsible  for  compliance  with all applicable FDA
regulations.   Although  the  Company  believes  it  is  currently  in  material
compliance with all applicable FDA requirements, the Company's business could be
adversely  affected  by  failure  to comply  with all  applicable  FDA and other
government regulations presently existing or promulgated in the future.

The  FDA's  Good  Manufacturing   Practices   standards  regulate  the
Company's  manufacturing  processes,  require the maintenance of certain records
and provide for  unscheduled  inspections of the Company's  facilities.  Certain
requirements of state, local and foreign  governments must also be complied with
in the manufacture and marketing of the Company's products.

New medical  devices may also be subject to either the Section  510(k)
Pre-Market   Notification   regulations  or  the  Pre-Market   Approval  ("PMA")
regulations of the FDA and similar regulatory  authorities in foreign countries.
New  products  in  either  category  require  extensive  documentation,  careful
engineering and manufacturing  controls to ensure quality.  Products needing PMA
approval  require  extensive  pre-clinical and clinical testing and clearance by
the FDA prior to marketing.  Products subject to the Section 510(k)  regulations
require FDA clearance prior to marketing.  To date, the Company's  products have
required only  compliance  with the Section  510(k)  regulations.  The Company's
products are subject to foreign regulatory approvals before they may be marketed
abroad. The Company places the "CE" mark on devices and products sold in Europe.
The Company has received ISO 9001  certification  for its South Jordan facility,
as well ISO 9002 certification for its Galway, Ireland facility.

EMPLOYEES

As of March 20, 2001, the Company  employed  1,038 persons,  including
800 in manufacturing,  101 in sales and marketing,  66 in engineering,  research
and development and 71 in administration.

Many of the  Company's  present  employees  are  highly  skilled.  The
Company's  failure or success will depend,  in part,  upon its ability to retain
such employees.  Management is of the opinion that an adequate supply of skilled
employees  is  available.  The Company has from time to time  experienced  rapid
turnover among its entry level assembly workers as well as occasional  shortages
of such workers,  resulting in increased labor costs and administrative expenses
related to hiring and training of replacement and new entry-level employees. The
Company has confidentiality agreements with its key employees, including each of
its executive  officers.  None of the Company's  employees is  represented  by a
union or  other  collective  bargaining  group  and  management  of the  Company
believes that its relations with its employees are good.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

For  financial  information  relating  to the  Company's  foreign  and
domestic sales,  transfers between geographic areas, net income and identifiable
assets,  see Note 9 to the  Consolidated  Financial  Statements  incorporated by
reference in this report.

Item 2.   Properties.
-----------

The Company is the owner of  approximately  35 acres of real  property
situated in the City of South  Jordan,  Utah,  which  surrounds  the site of its
175,000  square  foot  principal  office  and  manufacturing  facility  where it
relocated and  consolidated its operations in November 1994. The Company sold to
the  developer  ten  acres of land on which the  facility  was  constructed  and
entered  into a 25-year  lease  agreement to finance the new  facility.  Monthly

9

lease payments are approximately  $122,000.  The Company also holds an option to
purchase the facility,  exercisable  at market value after ten years and, if not
exercised,  after  25  years.  The new  facility  has  been  constructed  to the
Company's  specifications  and is presently  estimated to be estimated to be 80%
utilized.

The Company is leasing a building of approximately  26,500 square feet
in Galway,  County  Galway,  Republic  of Ireland  as its  principal  office and
manufacturing  facility for European  operations.  This  facility is used as the
administrative  headquarters  to support the European  direct  sales force.  The
facility also houses a research and  development  team which has developed a new
PTCA guide wire and is developing  other new  products.  Beginning in the fourth
quarter of 1997, the Company initiated manufacturing  operations for several new
and existing  products at the Galway facility,  including custom kits, the BASIX
inflation  device and the  Company's  PTCA guide  wire.  In 1998 Merit began the
manufacture of the hemostasis  valve products in Ireland.  The property has been
improved  and  equipped on terms  favorable  to the Company in  connection  with
economic   development  grant  incentives  and  grants  provided  by  the  Irish
Government.  This lease is for 20 years at approximately $135,000 per year, less
a 40% subsidy from the Irish  government,  available  through 2000.  The Company
also has a purchase option  exercisable on terms deemed favorable to the Company
through the term of the lease.

In October  1997,  the Company  began  manufacturing  operations  in a
facility of  approximately  25,000 square feet of  manufacturing  space formerly
occupied by the Company in Murray,  Utah and shifted production of several well-
established products to this facility.  In 1998 Merit added an additional 25,000
square  feet of  manufacturing  space to its  Murray  location.  The  additional
manufacturing  space was  obtained  to create  room at the  Company's  principal
manufacturing facility for production of new products. The leases are for a term
of five years with monthly lease payments of approximately $27,000.

In  August  1999,  the  Company  purchased  the  operating  assets  of
Mallinckrodt's Angleton division, including approximately 19 acres of land and a
75,000 square feet building in Angleton, Texas.

The Company  believes that its facilities  are generally  adequate for
its present level of operations  and for  anticipated  increases in the level of
operations.

Item 3.   Legal Proceedings.
------------------

In the course of business,  the Company is involved in litigation  and
claims which  management  believes will not have a materially  adverse effect on
the Company's operations.

Item 4.   Submission of Matters to a Vote of Security Holders.
--------------------------------------------------- 

No matters  were  submitted to a vote of security  holders  during the
fourth quarter of the fiscal year covered by this report.

10

PART II

Item 5.   Market for Registrant's Common Stock and Related Shareholder Matters.
-------------------------------------------------------------------- 

The "Market  Information"  included in the Company's  Annual Report to
Shareholders  for the year ended  December 31, 2000,  furnished  herewith to the
Commission as Exhibit 13.1 to this Report, is incorporated herein by reference.

Item 6.   Selected Financial Data.
------------------------

Year Ended December 31,
------------------------------------------------------------------------------------------------------
2000               1999                 1998                 1997                   1996
-----------------------------------    -------------------       ---------------------      ----------

Operating Data:
Sales                        $91,447,512         $77,959,576         $68,377,357          $60,579,011              $50,455,766  
Cost of  Sales                60,823,459          47,917,815          42,433,873           37,766,116               29,319,617
Gross Profit                  30,624,053          30,041,761          25,943,484           22,812,895               21,136,149
Selling, General                                                                                                   
and  Administrative                                                                                             
Expenses                   23,300,352          20,406,927          17,528,002           15,726,651               14,311,049
Research and Develop-                                                                                              
ment Expenses               3,864,171           3,618,041           3,244,477            4,446,795                2,533,171
Severance Costs                  330,975                                                                           
Income from operations         3,128,555           6,016,793           5,171,005            2,639,449               4,291,929
Other Expense                  2,354,710           1,255,364             880,659              863,933                  661,777
Income Before Income                                                                                               
Tax Expense                  773,845           4,761,429           4,290,346            1,775,516                3,630,152
Income Tax Benefit                                                                                                 
(Expense)                     52,712          (1,454,762)         (1,687,379)            (944,981)              (1,277,431)
Minority Interest in Income                                                                                              
of Subsidiary                                     81,077             151,808               33,003                  190,113
Net Income                       826,557           3,225,590           2,451,159              797,532                2,162,608
Net Income Per Share         $      0.11         $      0.43         $      0.33          $      0.11              $      0.31
Weighted Average Shares                                                                                            
Outstanding (Diluted)      7,860,905           7,565,673           7,488,225            7,369,668                7,051,911

Balance Sheet Data:                                                                                                   
Working Capital              $32,447,007         $33,933,698         $15,779,725          $14,737,971              $12,761,211
Total Assets                  71,446,631          72,360,469          50,664,786           45,269,678               41,718,553
Long-Term Debt                24,011,778          27,817,308           3,388,835            3,913,686                4,822,126
Stockholders' Equity            $34,772,702         $32,690,136         $29,086,368          $25,802,149              $22,487,123

11

Item 7.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
Results of Operations.
----------------------------------------------------------------------

OVERVIEW

The year 2000 has been a year of growth,  challenges  and transition
for the Company and its employees.  The Company has added  significantly  to its
product offering through  acquisition,  internal  development and a distribution
agreement. Merit has overcome some important challenges in its operations,  with
a new integrated business management software system as a long-term  foundation,
and is poised for many more improvements in capacities and efficiency than we've
seen to date. The Company is positioned to reap the benefits of a larger, stable
sales force with an expanded product offering.

The year 2000 has been a time for adjustment from excess inventory and
manufacturing  capacity and their associated effects on margins.  This past year
in Europe has  continued  to be  difficult  financially,  particularly  with the
dramatic rise of the dollar against the Euro and its negative effect on revenues
and gross  margins  for this  sector of the  business.  In  response  the entire
organization  has had a renewed focus on cost  reduction and  efficiency.  While
sales grew 17% in 2000 the average head count declined by approximately 100, and
the  inventory  went down by $2.3  million  while we added  over $1  million  in
inventory for new product  introductions.  The Company's  line of credit balance
has declined from its high of $30.4 million on August 24, 2000 to  approximately
$18.9  million  on March 21,  2001.  So while  the  Company  must  report a very
disappointing  year in  terms  of  margins  and  net  income,  it is  also  very
optimistic about what was accomplished this year and how Merit is positioned for
improvements  in almost every area.  There are still  challenges to grow the top
line,  to get new products to market,  to get Europe's  direct sales  operations
profitable,  and to balance the production  capacities of the Angleton  catheter
facility.  Management  believes  that gross margins net income and cash flow are
all on their  way up,  and  interest  costs  and tax  rates are going to also be
favorable.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated,  certain  operational
data as a percentage of sales:

2000                 1999                  1998
----                 ----                  ----

Sales                                               100.0%               100.0%                100.0%
Gross profit                                         33.5                 38.5                  37.9
Selling, general and administrative                  25.5                 26.2                  25.6
Research and development                              4.2                  4.6                   4.7
Income from operations                                3.4                  7.7                   7.6
Income before income tax expense                       .8                  6.1                   6.3
Net Income                                             .9                  4.1                   3.6

Sales increased by $13,487,936 or 17.3%, in 2000 compared to an increase of
$9,582,219, or 14.0%, in 1999, and an increase of $7,798,346, or 12.9%, in 1998.
Incremental  sales of $7.1 million from the August 1999  Angleton  catheter line
acquisition was the largest contributing factor to the sales rise in 2000. Sales
growth from 1998 through 2000 was also favorably affected by the introduction of
new  products and  increased  sales of existing  products  sold  separately  and
packaged in custom  kits,  and  increased  penetration  of the market by Merit's
inflation devices.  International sales in 2000 were approximately $23.0 million
or 25%, compared to $18.3 million, or 24%, in 1999, and $15.2 million or 22%, in
1998.  These  increases  were primarily a result of the addition of the Angleton
product lines,  ongoing growth in the direct sales in Europe, as well as greater
acceptance  of the Company's  products in other  international  markets.  Direct
sales in France,  Germany,  the U.K.,  Belgium,  the Netherlands and Canada were
$8,621,681, $8,217,814, and $7,334,793 in 2000, 1999 and 1998, respectively.

Gross  profit as a percent  of sales was 33.5%,  38.5%,  and 37.9% in 2000,
1999, and 1998, respectively.  The Company is operating in a generally declining
price market. There is also a general cost-increasing manufacturing environment.

12

Merit has been able to battle  this  difficult  situation  with  ever-increasing
production  volumes until 2000.  Beginning in early 1999,  the Company  suffered
through the implementation of a comprehensive new software system,  which in the
operations  areas lead to difficulties in efficiently  operating the purchasing,
planning  and  manufacturing  processes  of  the  business.  Merit  also  made a
purposeful   effort  to  increase  its  safety  stock  levels  of  inventory  in
preparation for higher,  anticipated  sales orders ahead of Y2K. The combination
of these  increased  production  demands created a build-up of capacity in labor
and overhead.  As the end of 1999  approached,  however,  the Company  needed to
reduce production levels to match cash-flow expectations. The reduced production
volumes  created higher overhead cost per unit,  lower gross margins,  and lower
bottom-line results. Another important factor negatively effecting gross margins
was the large  (13.2%)  drop in the Euro in relation to the dollar  during 2000.
This reduced  revenues and gross profit of the European  operation by $1,076,975
and reduced over all gross margins by 1.2%. In December  1999, the Company began
the difficult  process of down-sizing  the labor and overhead  capacities in the
operation  of its Utah  facilities.  The Company has made  significant  progress
toward  eliminating  the large excess  negative  production  variances that were
caused by the  slow-down in production  volumes.  This was  accomplished  by the
reduction of  approximately  240 people from its high point in December of 1999,
or an  average  reduction  of 100  people  in 2000  compared  to 1999.  This was
accomplished  primarily by attrition.  There have been many cost  reductions and
efficiency gains which will lead to improved  margins in 2001.  Margins improved
in 1999 compared to 1998,  principally  through  increased  production  volumes,
automation and efficiencies in manufacturing, and tighter price controls on some
of the Company's lower margin products. Part of the increased production volumes
resulted in a significant increase in inventories in 1999.

Selling,  general and  administrative  expenses  increased  $2,893,425,  or
14.2%,  in 2000 over 1999 and  $2,878,926,  or 16.4%,  in 1999 over 1998.  These
additional expenditures were related principally to increased costs of expanding
the direct sales force and their  management  both in U.S.  and Europe.  Another
important factor has been the costs of implementing and supporting the Company's
new Oracle  system and the  development  of new business  opportunities  such as
acquisitions,  product distribution agreements,  national accounts and the O.E.M
segment of the business.  These  increases in costs have grown slower than sales
causing selling,  general and  administrative  expenses as a percent of sales to
decrease to 25.5% in 2000, compared to 26.2% in 1999 after increasing from 25.6%
in 1998.

Research and development expenditures for 2000 were $3,864,171, an increase
of 7%,  compared to  $3,618,041  in 1999.  Most of this  increase was due to the
addition of the R&D  capabilities  in Angleton,  Texas with the Company's  newly
acquired catheter technologies.  R&D expenses increased in 1999 by 12%, compared
to $3,244,477 in 1998. Research and development costs as a percent of sales were
4.2%, 4.6% and 4.7% for 2000, 1999 and 1998, respectively.

Significantly lower gross margins have more than offset the gains in sales
as well as the efficiencies in SG&A and R&D Expenses,  the net of which resulted
in income from operations of $3,128,555 down 48% from 1999. The higher sales and
gross margins, together with modest increases in operating expenses,  positively
affected income from operations in 1999 which increased to $6,016,792, up 16.4%,
compared to $5,171,005 in 1998. The income tax benefit for 2000 was $52,712,  an
effective  rate of -6.8%.  This unusual tax rate was due  principally to R&D tax
credits  which the  Company  was able to realize  in the fourth  quarter of 2000
including  amended  returns  for the 1997,  1998 and 1999 tax years.  Management
expects the R&D tax credit to continue to  favorably  affect the  Company's  tax
rate for at least the next two  years.  The income  tax  provision  for 1999 was
$1,687,379,  an effective rate of 30.6%,  compared to  $1,454,762,  or 39.3 % in
1998.  The  effective  tax rate  improved  significantly  in 1999 as the Ireland
facility became profitable and the 10% tax rate became a benefit.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2000 the Company's  working capital was  $32,447,007,  a
decrease of over 4%, representing a current ratio of 4.4 to 1. This decrease was
due primarily to the reduction of $2.3 million in inventory and the repayment of
long-term  debt. In October 2000, the Company also negotiated an increase in its
line of credit,  to $35 million.  The Company had $23 million  outstanding under
its  line  of  credit  at  December  31,  2000.  Merit  has  financed  leasehold
improvements  and  equipment  acquisitions  through  secured  notes  payable and
capital lease arrangements with an outstanding balance of $2,103,503 at December
31, 2000. For the year ended  December 31, 2000 the Company  generated cash from
operations in the amount of $7,127,597 the most in the history of the Company.

13

Historically,  the Company has incurred significant expenses in connection
with product envelopment and introduction of new products. This was particularly
true in 1999 with  regard  to an  increase  in  inventory,  plant and  equipment
associated  with the Company's  acquisition and new product  introductions.  The
Company's  principal source of funding for these and other expenses has been the
cash generated from operations, secured loans on equipment, bank lines of credit
and sales of equity.  The Company believes that its present sources of liquidity
and capital are adequate for its current operation.

Item 7A.   Quantitative and Qualitative Disclosure About Market Rider
----------------------------------------------------------

The Company  principally hedges the following  currencies:  Belgian Francs,
German marks,  Dutch Gilders,  and Irish Pounds. The Company enters into forward
foreign  exchange  contracts  to  protect  the  Company  from the risk  that the
eventual  net  dollar  cash  flows  resulting  from  transactions  with  foreign
customers  and  suppliers  may be  adversely  affected  by changes  in  currency
exchange rates. Such contracts are not significant.

As of December 31, 2000, the Company had $23.0 million (1999- $ 25.9 million) of
variable rate debt, all  denominated  in U.S.  dollars.  Interest  expense would
change by approximately $230,000 for every 1% change in interest rates.

14

Item 8.   Financial Statements and Supplementary Data.
MERIT MEDICAL SYSTEMS, INC.
AND SUBSIDIARIES

Consolidated  Financial Statements as of December 31, 2000 and 1999 and for Each
of the  Three  Years in the  Period  Ended  December  31,  2000 and  Independent
Auditors' Report

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
of Merit Medical Systems, Inc.:

We have audited the  accompanying  consolidated  balance sheets of Merit Medical
Systems, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the financial  position of Merit Medical Systems,  Inc. and
subsidiaries  as of  December  31,  2000  and  1999,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States of America.

By: /s/ DELOITTE & TOUCHE LLP
-----------------------------
DELOITTE & TOUCHE LLP

Salt Lake City, Utah
February 23, 2001

15

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

ASSETS                                                                  2000               1999
----------         ----------
CURRENT ASSETS:

Cash and cash equivalents                                         $  412,384         $  668,711
Trade receivables - net of allowance for uncollectible
accounts:  2000 - $440,275; 1999 - $305,475                     13,235,858         12,550,132
Employee and related party receivables                               440,654            502,803
Irish Development Agency grant receivable                            177,477             93,059
Inventories                                                       25,273,428         27,521,087
Prepaid expenses and other assets                                    663,101            564,213
Deferred income tax assets                                         1,183,944          1,052,745
Income tax refund receivable                                         588,640            210,112
----------         ----------
Total current assets                                      41,975,486         43,162,862
----------         ----------
PROPERTY AND EQUIPMENT:
Land                                                               1,260,985          1,365,985
Building                                                           1,500,000          1,500,000
Automobiles                                                          131,036            133,316
Manufacturing equipment                                           19,696,550         17,617,798
Furniture and fixtures                                             9,576,084          8,883,297
Leasehold improvements                                             5,420,194          5,114,964
Construction-in-progress                                           2,120,671          1,669,725
----------         ----------
Total                                                     39,705,520         36,285,085
Less accumulated depreciation and amortization                   (17,860,490)       (14,277,666)
----------         ----------
Property and equipment - net                              21,845,030         22,007,419
----------         ----------
OTHER ASSETS:
Patents and trademarks - net of accumulated amortization:
2000 - $1,382,672; 1999 - $1,179,246                             2,522,384          2,319,581
Cost in excess of the fair value of assets acquired - net
of accumulated amortization:  2000 - $417,398; 1999 - $138,022   5,062,458          4,819,288
Deposits                                                              41,273             51,319
----------         ----------
Total other assets                                         7,626,115          7,190,188
----------          ---------
TOTAL ASSETS                                                       $71,446,631        $72,360,469
===========         ==========

(Continued)

See Notes To Consolidated Financial Statements.

16

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY                                   2000               1999
----------         ----------

CURRENT LIABILITIES:

Current portion of long-term debt                                $ 1,091,725        $ 1,001,917
Trade payables                                                     4,835,517          4,749,432
Accrued expenses                                                   3,471,039          3,092,280
Advances from employees                                               96,778            116,094
Income taxes payable                                                  33,420            269,441
-----------        -----------
Total current liabilities                                  9,528,479          9,229,164

DEFERRED INCOME TAX LIABILITIES                                      2,177,833          1,722,094

LONG-TERM DEBT                                                      24,011,778         27,817,308

DEFERRED CREDITS                                                       955,839            901,767
-----------        -----------
Total liabilities                                         36,673,929         39,670,333
-----------        -----------
COMMITMENTS AND CONTINGENCIES (Notes 6, 7 and 11)

STOCKHOLDERS' EQUITY:
Preferred stock - 5,000,000 shares authorized as of
December 31, 2000 and 1999, no shares issued
Common stock - no par value; 20,000,000 shares
authorized; 7,788,208 and 7,591,236 shares issued
at December 31, 2000 and 1999, respectively                     19,779,765         18,428,572
Retained earnings                                                 15,617,075         14,790,518
Accumulated other comprehensive loss                                (624,138)          (528,954)
-----------        -----------
Total stockholders' equity                               34,772,702         32,690,136
-----------        -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $71,446,631        $72,360,469
===========        ===========

(Concluded)

See Notes To Consolidated Financial Statements.

17

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

2000               1999           1998
-----------        -----------    -----------

NET SALES                                           $91,447,512        $77,959,576    $68,377,357

COST OF SALES                                        60,823,459         47,917,815     42,433,873
-----------        -----------    -----------
GROSS PROFIT                                         30,624,053         30,041,761     25,943,484
-----------        -----------    -----------
OPERATING EXPENSES:
Selling, general, and administrative               23,300,352         20,406,927     17,528,002
Research and development                            3,864,171          3,618,041      3,244,477
Severance costs                                      330,975                --             --
-----------        -----------    -----------
Total operating expenses                   27,495,498         24,024,968     20,772,479
-----------        -----------    -----------
INCOME FROM OPERATIONS                                3,128,555          6,016,793      5,171,005
-----------        -----------    -----------
OTHER INCOME (EXPENSE):
Interest income                                        39,091             50,391         33,662
Interest expense                                   (2,319,500)        (1,293,023)      (826,778)
Miscellaneous expense                                 (74,301)           (12,732)       (87,543)
-----------        -----------    -----------
Other expense - net                        (2,354,710)        (1,255,364)      (880,659)
-----------        -----------    -----------
INCOME  BEFORE INCOME TAXES                             773,845          4,761,429      4,290,346

INCOME TAX BENEFIT (EXPENSE)                             52,712         (1,454,762)    (1,687,379)

MINORITY INTEREST IN INCOME OF
SUBSIDIARY                                               --              (81,077)      (151,808)
-----------        -----------    -----------
NET INCOME                                          $   826,557        $ 3,225,590    $ 2,451,159
===========        ===========    ===========
EARNINGS  PER COMMON SHARE -
Basic and diluted                                 $       .11        $       .43    $       .33
===========        ===========    ===========
AVERAGE COMMON SHARES:
Basic                                               7,729,294          7,541,562      7,420,224
===========        ===========    ===========
Diluted                                             7,860,905          7,565,673      7,488,225
===========        ===========    ===========

See Notes To Consolidated Financial Statements.

18

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

Accumulated
Other
Common Stock              Compre-
--------------------------      hensive       Retained
Total           Shares       Amount           Loss         Earnings
------------    -----------   ------------   -----------   ------------

BALANCE, JANUARY 1, 1998                                   $ 25,802,149      7,395,091   $ 17,178,971   $   (490,591)  $  9,113,769
============    ===========   ============   ============   ============

Comprehensive income:
Net income                                                  2,451,159                                                   2,451,159
Other comprehensive income -
Foreign currency translation adjustment (net of tax)        218,937                                      218,937
------------
Comprehensive income                                          2,670,096
Tax benefit attributable to appreciation of common
stock options exercised                                        33,398                        33,398
Issuance of common stock for cash                                81,850         13,819         81,850
Issuance of common stock under Employee
Stock Purchase Plans                                          267,549         52,425        267,549
Options and warrants exercised                                  370,914         64,840        370,914
Shares surrendered in exchange for the
recording of payroll tax liabilities                           (4,588)          (569)        (4,588)
Shares surrendered in exchange for the
exercise of stock options                                    (135,000)       (16,692)      (135,000)
------------    -----------   ------------

BALANCE, DECEMBER 31, 1998                                   29,086,368      7,508,914     17,793,094       (271,654)    11,564,928

Comprehensive income:
Net income                                                  3,225,590                                                   3,225,590
Other comprehensive loss -
Foreign currency translation adjustment (net of tax)       (257,300)                                    (257,300)
------------
Comprehensive income                                          2,968,290
Tax benefit attributable to appreciation of common
stock options exercised                                       245,200                       245,200
Issuance of common stock for cash                                62,600         10,990         62,600
Issuance of common stock under Employee
Stock Purchase Plans                                          312,027         66,330        312,027
Options and warrants exercised                                  114,746         22,080        114,746
Shares surrendered in exchange for the
recording of payroll tax liabilities                           (1,583)          (264)        (1,583)
Shares surrendered in exchange for the
exercise of stock options                                     (97,512)       (16,814)       (97,512)
------------    -----------   ------------
BALANCE, DECEMBER 31, 1999                                   32,690,136      7,591,236     18,428,572       (528,954)    14,790,518
============    ===========   ============   ============   ============

(Continued)
19

Accumulated
Other
Common Stock              Compre-
--------------------------      hensive       Retained
Total           Shares       Amount           Loss         Earnings
------------    -----------   ------------   -----------   ------------

Comprehensive income:
Net income                                                    826,557
Other comprehensive loss -                                                                                                826,557
Foreign currency translation adjustment (net of tax)        (95,184)                                     (95,184)
------------
Comprehensive income                                            731,373
Tax benefit attributable to appreciation of common
stock options exercised                                       172,818                       172,818
Issuance of common stock under Employee
Stock Purchase Plans                                          350,248         64,172        350,248
Options and warrants exercised                                  933,605        146,660        933,605
Shares surrendered in exchange for the
recording of payroll tax liabilities                           (9,109)        (1,071)        (9,109)
Shares surrendered in exchange for the
extinguishment of related party receivable                    (45,004)        (6,546)       (45,004)
Shares surrendered in exchange for the exercise of
stock options                                                 (51,365)        (6,243)       (51,365)
------------    -----------   ------------   ------------   ------------

BALANCE, DECEMBER 31, 2000                                 $ 34,772,702      7,788,208   $ 19,779,765   $   (624,138)  $ 15,617,075
============    ===========   ============   ============   ============

(Concluded)

See Notes To Consolidated Financial Statements.

20

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

2000               1999           1998
-----------        -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                       $   826,557        $ 3,225,590    $ 2,451,159
-----------        -----------    -----------
Adjustments to reconcile net income to net cash provided 
by operating
activities:
Depreciation and amortization                                    4,486,291          3,757,539      2,923,484
Losses on sales and abandonment of
property and equipment                                            49,833              8,339         46,897
Amortization of deferred credits                                  (166,609)          (215,894)      (114,607)
Deferred income taxes                                              389,635            450,734        435,489
Tax benefit attributable to appreciation of
common stock options exercised                                   172,818            245,200         33,398
Minority interest in income of subsidiary                             --               81,077        151,808
Changes in operating assets and liabilities, net of
effects from acquisitions:
Trade receivables                                               (685,726)        (2,113,647)      (837,042)
Employee and related party receivables                            17,145            (29,809)      (184,182)
Irish Development Agency grant receivable                        (84,418)           105,386        549,443
Income tax refund receivable                                    (378,528)          (210,112)
Inventories                                                    2,274,934         (7,150,393)    (3,250,303)
Prepaid expenses and other assets                                  6,112             71,911        (97,865)
Deposits                                                          10,046             22,899        (27,606)
Trade payables                                                    86,085          1,176,099        134,984
Accrued expenses                                                 378,759            771,936       (358,201)
Advances from employees                                          (19,316)            42,004         (7,155)
Income taxes payable                                            (236,021)            74,719       (174,973)
-----------        -----------    -----------
Total adjustments                                          6,301,040         (2,912,012)      (776,431)
-----------        -----------    -----------
Net cash provided by operating activities                  7,127,597            313,578      1,674,728
-----------        -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
Property and equipment                                          (4,690,107)        (4,750,608)    (4,138,219)
Intangible assets                                                 (406,229)          (269,388)      (522,671)
Acquisitions                                                      (607,129)       (11,322,916)
Proceeds from the sale of property and equipment                   1,347,613                           584,688
-----------        -----------    -----------
Net cash used in investing activities                    (4,355,852)       (16,342,912)    (4,076,202)
-----------        -----------    -----------

(Continued)

See Notes To Consolidated Financial Statements.

21

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

2000               1999           1998
-----------        -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (payments on) line of
credit facility                                                $(2,907,596)       $(7,567,655)   $ 3,009,880
Proceeds from:
Issuance of common stock                                         1,223,379            390,278        580,725
Long-term debt                                                                     25,907,596        677,802
Deferred credits                                                   132,513             93,800
Principal payments on:
Long-term debt                                                  (1,316,089)        (2,403,143)    (2,172,753)
Deferred credits                                                                                     (37,899)
-----------        -----------    -----------
Net cash provided by (used in)
financing activities                                 (2,867,793)        16,420,876      2,057,755
-----------        -----------    -----------
EFFECT OF EXCHANGE RATES ON CASH                                      (160,279)          (574,741)       218,937
-----------        -----------    -----------
NET DECREASE IN CASH AND
CASH EQUIVALENTS                                                    (256,327)          (183,199)      (124,782)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR                                                 668,711            851,910        976,692
-----------        -----------    -----------
CASH AND CASH EQUIVALENTS
AT END OF YEAR                                                   $   412,384        $   668,711    $   851,910
===========        ===========    ==========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION - Cash paid during
the year for:
Interest (including capitalized interest of
approximately $128,000, $143,000, and $93,000
during 2000, 1999, and 1998, respectively)                 $ 2,309,634        $ 1,288,301    $   995,417
===========        ===========    ===========
Income taxes                                                   $   172,202          $ 684,109    $ 1,393,465
===========        ===========    ===========

See Notes To Consolidated Financial Statements.

22

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

o    During  2000,  1999,  and 1998,  the Company  entered  into  capital  lease
obligations  and notes payable for  approximately  $508,000,  $50,000,  and
$868,000, respectively, for manufacturing equipment.

o    In connection with the sale in 1998 of the Company's manufacturing facility
in Castlerea,  Ireland, the buyer assumed debt of the Company in the amount
of approximately $259,000.

o    During 2000, 1999, and 1998, options to purchase 1,071, 264, and 569 shares
of the  Company's  common  stock  were  surrendered  in  exchange  for  the
Company's   recording  of  payroll  tax   liabilities   in  the  amount  of
approximately $9,100, $1,600, and $4,600.

o    During 2000, 1999, and 1998,  6,243,  16,814,  and 16,692 shares of Company
common stock with a value of approximately $51,000,  $98,000, and $135,000,
respectively,  were  surrendered  in  exchange  for the  exercise  of stock
options.

o    uring 1999, the Company  acquired  substantially  all of the assets of the
"Angelton   Division"  of  Mallinckrodt  Inc.   (Angelton)  in  a  purchase
transaction  for $7,867,699 in cash. In conjunction  with the  acquisition,
liabilities were assumed as follows:

Fair value of assets acquired (including goodwill of $ 1,949,383)       $  8,132,194
Cash Paid                                                                  7,867,699
------------
Liabilities assumed                                                     $    264,495
============

o    Additionally,  during 1999, the Company  acquired the minority  interest in
its  subsidiary,  Sentir,  Inc.  (Sentir)  in a  purchase  transaction  for
$3,455,217  in cash.  The minority  interest  carried by the Company at the
date of  acquisition  was $629,577.  In conjunction  with the  acquisition,
liabilities were assumed as follows:

Fair value of assets acquired (including goodwill of $ 2,825,640)       $  3,574,016
Cash Paid                                                                  3,455,217
------------
Liabilities assumed                                                     $    118,799
============

See Notes To Consolidated Financial Statements.  (Concluded)

23

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Merit Medical  Systems,  Inc.  (Merit) and its  wholly-owned
subsidiaries,  Merit Holdings, Inc. (MHI), and Sentir collectively own 100%
of Merit Medical Systems LP (MMSLP).  Combined with its other  wholly-owned
subsidiary, Merit Medical International, Inc. (MMI), Merit, MHI, and Sentir
collectively  own 100% of Merit  Services,  Inc. (MSI)  (collectively,  the
Company).  The  Company  develops,  manufactures,  and  markets  disposable
medical  products  primarily  for use in the  diagnosis  and  treatment  of
cardiovascular  disease  which  is  considered  to be one  segment  line of
business.  The Company  manufactures  its products in plants located in the
United  States and in Ireland.  The Company has export sales to dealers and
has direct sales forces in the United  States,  Canada,  and Western Europe
(see Note 9).

The consolidated  financial statements of the Company have been prepared in
accordance  with  accounting  principles  generally  accepted in the United
States of America.  The following is a summary of the more  significant  of
such policies.

Use of Estimates in Preparing  Financial  Statements - The  preparation  of
financial  statements in conformity  with accounting  principles  generally
accepted  in the  United  States of  America  requires  management  to make
estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the  financial  statements  and the  reported  amounts of  revenues  and
expenses  during the  reporting  period.  Actual  results could differ from
those estimates.

Principles of Consolidation - The consolidated financial statements include
those of Merit, MMI, MHI, MSI, MMSLP and Sentir. All material  intercompany
balances and transactions have been eliminated in consolidation.

Revenue  Recognition - The Company recognizes  revenues when the product is
shipped  which meets the  criteria  required by Staff  Accounting  Bulletin
(SAB) No. 101,  Revenue  Recognition  in  Financial  Statements,  which was
issued by the  Securities  and Exchange  Commission in December  1999.  The
adoption  of SAB No.  101,  which  provides  guidance  on the  recognition,
presentation and disclosure of revenue in financial statements, during 2000
was not significant to the Company's financial statements.

Inventories  - Inventories  are stated at the lower of cost  (computed on a
first-in, first-out basis) or market.

Income  Taxes - The Company  utilizes an asset and  liability  approach for
financial accounting and reporting for income taxes.  Deferred income taxes
are  provided  for  temporary  differences  in  the  bases  of  assets  and
liabilities as reported for financial statement and income tax purposes.

Long-Lived  Assets - The Company  evaluates the carrying value of long-term
assets  based on  current  and  anticipated  undiscounted  cash  flows  and
recognizes  impairment  when such cash flows will be less than the carrying
values. There were no impairments as of December 31, 2000 or 1999.

24

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

Property and Equipment - Property and equipment are recorded at cost.
Depreciation and amortization are computed using the straight-line method
over estimated useful lives as follows:

Building                                             20 years
Automobiles                                           4 years
Manufacturing equipment                         5 to 12 years
Furniture and fixtures                          3 to 10 years
Leasehold improvements                          4 to 25 years

Intangible  Assets - Costs  associated with obtaining  patents,  issued and
pending,  and trademarks  have been  capitalized and are amortized over the
patent or trademark  period or charged to expense if not approved.  Cost in
excess of fair value of assets  acquired  has been  allocated  to goodwill,
which is amortized over twelve to twenty years. Amortization of intangibles
is done on a straight-line basis.

Research and Development - Research and  development  costs are expensed as
incurred.

Earnings per Common Share - Net income per common share is computed by both
the basic method,  which uses the weighted  average number of the Company's
common  shares  outstanding,  and the diluted  method,  which  includes the
dilutive common shares from stock options and warrants, as calculated using
the treasury stock method. The amounts of such options and warrants are not
significant and, accordingly,  the Company's basic and diluted earnings per
share are the same.

Financial  Instruments - The Company's financial  instruments,  when valued
using market  interest  rates,  would not be materially  different from the
amounts presented in the consolidated financial statements.

Stock-Based  Compensation - The Company accounts for its stock compensation
arrangements  under the provisions of Accounting  Principles  Board Opinion
No. 25,  Accounting for Stock Issued to Employees,  (APB 25) and intends to
continue to do so. The Company has adopted the  disclosure-only  provisions
of Statement of Financial  Accounting  Standards (SFAS) No. 123, Accounting
for Stock-Based Compensation.

Statements  of Cash Flows - For purposes of the  statements  of cash flows,
the Company  considers  interest bearing deposits with an original maturity
date of three months or less to be cash equivalents.

Concentration  of Credit  Risk -  Financial  instruments  that  potentially
subject the Company to  concentrations  of credit risk consist primarily of
temporary cash and cash  equivalents and accounts  receivable.  The Company
provides credit,  in the normal course of business,  primarily to hospitals
and independent third-party packers and distributors.  The Company performs
ongoing credit  evaluations  of its customers and maintains  allowances for
potential credit losses.

Foreign Currency  Translation  Adjustment - The financial statements of the
Company's   foreign   subsidiaries  are  generally   measured  using  local
currencies  as  the  functional   currency.   Assets  and  liabilities  are
translated  into U.S.  dollars at year-end rates of exchange and results of
operations are  translated at average rates for the year.  Gains and losses
resulting  from  these  translations  are  included  in  accumulated  other
comprehensive loss as a separate component of stockholders' equity.

Comprehensive Loss - Accumulated other comprehensive loss consists entirely
of foreign currency translation adjustments.

25

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

Recently Issued Financial  Accounting  Standards - SFAS 133, Accounting for
Derivative  Instruments and Hedging Activities,  as amended,  requires that
all derivative instruments be recognized as either assets or liabilities at
fair market value. The Company adopted this statement  beginning January 1,
2001.  The effect on the  Company's  financial  statements of adopting this
statement was not significant.

2.   SEVERANCE COSTS

During  the  year  ended   December  31,  2000,   the  Company   terminated
approximately 30 employees and  correspondingly  accrued a termination cost
of approximately $331,000. This amount is included in operating expenses as
severance costs. As of December 31, 2000, all but approximately  $67,000 of
the above amount had been paid to the terminated employees.

3.   ACQUISITIONS

On July 27, 1999,  the Company  acquired  the 28% minority  interest in its
subsidiary,  Sentir,  for a  purchase  price of  $3,574,016  consisting  of
$3,455,217  in cash and the  assumption  of  liabilities  in the  amount of
$118,799.  Of the $3,574,016  purchase price,  $226,463 was paid to related
parties.  The  acquisition has been accounted for using the purchase method
of accounting;  as such, 100 percent of Sentir's results of operations have
been included in the accompanying  consolidated  financial  statements from
the date of  acquisition.  Previous to the  acquisition  date, the minority
interest's  share  of  operations  was  excluded  from  net  income  in the
consolidated  statements  of  operations.  The  cost  of  this  acquisition
exceeded the estimated fair value of the acquired net assets by $2,825,640.
Such excess has been  allocated  to goodwill  and is being  amortized  on a
straight-line basis over 20 years.

On August 20, 1999, the Company  acquired  substantially  all of the assets
and assumed certain  liabilities of the Angelton  Division of Mallinckrodt,
Inc. (Angelton) for a purchase price of $8,132,194 consisting of $7,867,699
in cash and the  assumption  of  liabilities  in the  amount  of  $264,495.
Angelton is a manufacturer and marketer of medical catheters,  introducers,
guide wires, and needles.  The acquisition has been accounted for using the
purchase method of accounting;  as such,  Angelton's  results of operations
have been included in the accompanying  consolidated  financial  statements
from the date of  acquisition.  The cost of this  acquisition  exceeded the
estimated fair value of the acquired net assets by $1,949,383.  Such excess
has been  allocated to goodwill and is being  amortized on a  straight-line
basis over 20 years.

The  unaudited pro forma results of operations of the Company for the years
ended December 31, 1999 and 1998 (assuming the  acquisition of Angelton had
occurred as of January 1, 1998) are as follows:

1999                1998
-------------       -------------
Net sales                                $  87,606,126       $  79,368,263
Net income                                   3,944,207           3,816,143
Net income per share (basic and diluted)          0.52                0.51

On May 18, 2000, the Company  acquired  certain assets of  Electro-Catheter
Corporation  (Elecath)  for a purchase  price of $607,129 in cash.  Elecath
develops,  manufactures and sells a broad range of cardiovascular catheters
for use  primarily in the Electro  physiology,  Cath Lab and Critical  Care
departments  of  hospitals.  The  cost of  this  acquisition  exceeded  the
estimated  fair value of the acquired  assets by $533,793.  Such excess has
been allocated to goodwill and is being amortized on a straight-line  basis
over 12 years.

26

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

4.   INVENTORIES

Inventories consist of the following at December 31, 2000 and 1999:

2000               1999
-------------      --------------
Finished goods                            $  15,255,622      $  16,816,578
Work in-progress                              3,678,807          3,270,163
Raw materials                                 8,325,314          8,554,635
Less reserve for obsolete inventory          (1,986,315)        (1,120,289)
-------------      --------------
Total                                     $  25,273,428      $  27,521,087

5.   INCOME TAXES

Deferred  income tax assets and  liabilities  at December 31, 2000 and 1999
consist of the following temporary differences and carryforward items:

Current                              Long-Term
--------------------------------     -------------------------------
2000            1999                 2000            1999
---------------- ---------------     ----------------  -------------

Deferred income tax assets:
Allowance for uncollectible
accounts receivable                    $         17,788 $      123,026
Accrued compensation expense                      198,338         200,799     $          9,612
Tax credits                                                                            282,630  $     126,563
Inventory capitalization for
tax purposes                                    137,513         338,753
Inventory obsolescence reserve                    576,319         241,150
Net operating losses of subsidiaries               95,704          90,254              231,989        298,323
Other                                             192,113          65,078              407,810        367,025
---------------- ---------------     ----------------  -------------
Total deferred income tax assets                  1,217,775       1,059,060              932,041        791,911

Deferred income tax liabilities:
Tax credits                                                        (6,315)
Differences between tax basis
and financial reporting basis
of property and equipment                                                         (3,098,747)    (2,514,005)
Other                                             (33,831)                            (11,127)
---------------- ---------------     ----------------  -------------
Net                                        $      1,183,944 $     1,052,745     $     (2,177,833) $  (1,722,094)
================ ===============     ================  =============

27

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

Income tax expense for the years ended  December 31, 2000,  1999,  and 1998
differs from amounts  computed by applying  the  statutory  Federal rate to
pretax income as follows (foreign taxes are not considered significant):

2000                 1999              1998
---------------     ----------------  -------------

Computed Federal income tax expense at
statutory rate of 35%                                     $       270,846     $      1,666,500  $   1,501,621
State income taxes                                                   25,153              124,352        186,948
Creation of tax credits                                            (444,551)            (140,369)      (133,529)
Tax benefit of foreign sales corporation                            (53,139)            (109,579)       (96,808)
(Gains) losses of subsidiaries recorded
at foreign rates                                                  (13,746)            (115,803)       183,622
Other - including the effect of graduated rates                     162,725               29,661         45,525
---------------     ----------------  -------------
Total income tax (benefit) expense                          $       (52,712)    $      1,454,762  $   1,687,379
===============     ================  =============
Consisting of:
Current                                                         $(442,347)    $      1,004,028  $   1,251,890
Deferred                                                          389,635              450,734        435,489
---------------     ----------------  -------------
Total                                                       $      (52,712)     $      1,454,762  $   1,687,379

6.   REVOLVING CREDIT FACILITY AND LONG-TERM DEBT

Revolving  Credit Facility - In August 1999, the Company entered into a $28
million  long-term  revolving  credit  facility (the Facility) with a bank,
which enables the Company to borrow funds at variable  interest  rates.  In
March 2000,  the Company  amended the Facility by increasing  the amount of
borrowings  available to $35 million. The Facility is fully due and payable
on June 30,  2006.  The  weighted  average  interest  rates  applied to the
outstanding  balances at  December  31, 2000 and 1999 were 8.20% and 7.55%,
respectively.  Under the terms of the  Facility,  among other  things,  the
Company is required to  maintain a ratio of total  liabilities  to tangible
net worth not to exceed 2.0 to 1.0,  maintain a ratio of current  assets to
current  liabilities  of at  least  1.5 to 1.0,  maintain  minimum  working
capital  of  $25,000,000,  and  is  restricted  from  paying  dividends  to
shareholders. For the years ended December 31, 2000 and 1999, management of
the Company believes the Company was in compliance with all debt covenants.
As  of  December  31,  2000  and  1999,  the  Company  owed   approximately
$23,000,000 and $26,000,000 under the Facility,  respectively. The Facility
is  collateralized  by  trade   receivables,   inventories,   property  and
equipment, and intangible assets.

28

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

Long-term Debt - Long-term debt consists of the following at December 31,
2000 and 1999:

2000              1999
----------------  -------------

Notes payable to financial institutions; payable in monthly installments
through 2004, including interest at rates ranging
from 6.26% to 8.89%; collateralized by equipment                        $      1,963,368  $   2,634,977

Capital lease obligations (see Note 7)                                              140,135        276,652

Revolving credit facility (see above)                                            23,000,000     25,907,596
----------------  -------------
Total                                                                            25,103,503     28,819,225
Less current portion                                                              1,091,725      1,001,917
----------------  -------------
Long-term portion                                                           $    24,011,778  $  27,817,308
================  =============

Scheduled maturities of long-term debt at December 31, 2000 are as follows:

Year ending December 31:
2001                                                         $   1,091,725
2002                                                               508,664
2003                                                               361,231
2004                                                                61,227
2005                                                                65,764
Thereafter                                                      23,014,892
-------------
Total                                                         $  25,103,503

7.   COMMITMENTS AND CONTINGENCIES

Leases - The Company  has  noncancelable  operating  lease  agreements  for
off-site office and production facilities and equipment. The leases for the
off-site  office  and  production  facilities  are for five  years and have
renewal  options  of  one  to  five  years.  The  Company  subleased  these
facilities during 1997 for approximately  $97,000.  Total rental expense on
these operating  leases and on the Company's new  manufacturing  and office
building (see below) for the years ended December 31, 2000,  1999, and 1998
approximated $2,539,000, $3,094,000, and $3,293,000, respectively.

In June 1993,  the Company  entered into a 25 year lease  agreement  with a
developer for a new manufacturing and office building. Under the agreement,
the Company was granted an option to purchase  the  building at fair market
value after 10 years and, if not exercised,  after 25 years.  In connection
with this lease  agreement,  the Company in 1993 sold to the  developer  10
acres of land on which the building was  constructed.  The $166,136 gain on
the sale of the land has been  recorded  as a deferred  credit and is being
amortized as a reduction of rent expense over ten years. In connection with
the lease  agreement,  the  Company  issued to the  developer  warrants  to
purchase  155,461  shares of the Company's  common stock at $4.95 per share
subject to carrying cost increases of 3% per year ($5.74 as of December 31,
2000). The warrants expire in 2005.

On  December  22,  2000,  the  Company  sold  certain of its  manufacturing
equipment  with a net  carrying  value  of  approximately  $1,210,000  to a
financial  institution.  The Company then entered into a six-year operating
lease  agreement for the same equipment.  The  approximate  $70,000 gain on
sale has been  recorded as a deferred  credit and is being  amortized  as a
reduction of rental expense over six years.

29

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

The  Company  leases  certain  manufacturing  and  office  equipment  under
long-term  capital  lease  agreements,  some of  which  require  the  lease
payments  over a period  shorter  than the lease term.  Capital  leases are
collateralized  by equipment  with a recorded cost  approximating  $848,500
with accumulated  amortization of approximately $210,000 and $157,000 as of
December 31, 2000 and 1999, respectively.

The future minimum lease  payments,  together with the present value of the
net minimum capital lease payments as of December 31, 2000, are as follows:

Operating        Capital
Leases           Leases

Year ending December 31:
2001                                                                         $      2,497,179  $     146,213
2002                                                                                2,227,406
2003                                                                                2,060,857
2004                                                                                2,045,507
2005                                                                                1,985,963
Thereafter                                                                         22,188,192
----------------  -------------
Total minimum lease payments                                                    $     33,005,104        146,213
Less amount representing interest and executory costs                           ================         (6,078)
Present value of net minimum lease payments (see Note 6)                                          -------------
140,135
=============

Irish Government Development Agency Grants - Through December 31, 2000, the
Company has entered into several grant agreements with the Irish Government
Development Agency of which approximately  $177,000 and $93,000 remained in
receivables  at  December  31,  2000  and  1999,  respectively.  The  grant
agreements  reimburse the Company for a portion of the cost of property and
equipment purchased in Ireland,  specific research and development projects
in Ireland,  and costs of hiring and training employees located in Ireland.
The Company has  recorded the grants  related to research  and  development
projects  and costs of hiring and  training  employees  as a  reduction  of
operating  expenses in 2000, 1999, and 1998 in the amounts of approximately
$67,000,  $154,000,  and  $164,000,  respectively.  Grants  related  to the
acquisition of property and equipment  purchased in Ireland are recorded as
deferred  credits and are amortized to income over lives  corresponding  to
the  depreciable  lives of such  property.  During  2000,  1999,  and 1998,
approximately  $149,000,  $142,000,  and  $98,000,   respectively,  of  the
deferred credit was amortized as a reduction of operating expenses.

Preferred  Share Purchase  Rights - In August 1997, the Company  declared a
dividend  of one  preferred  share  purchase  right  (a  "Right")  for each
outstanding  share of Common Stock which  entitles the holder of a Right to
purchase  one  one-hundredth  of a share of  Series A Junior  Participating
Preferred  Stock at an exercise price of $40 in the event a person or group
acquires,  or  announces  an  intention  to  acquire,  15% or  more  of the
Company's common stock. Until such an event, the Rights are not exercisable
and are  transferable  with the common stock and may be redeemed at a price
of $.0001 per Right.

Litigation - In the ordinary course of business, the Company is involved in
litigation and claims which management  believes will not have a materially
adverse effect on the Company's operations.

30

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

8.   EMPLOYEE STOCK PURCHASE PLAN AND STOCK OPTIONS AND WARRANTS

The Company  offers to its employees an Employee  Stock Purchase Plan which
allows  the  employee  on a  quarterly  basis  to  purchase  shares  of the
Company's  common  stock at the  lesser of 85% of the  market  value on the
offering  commencement date or offering  termination date. The total number
of shares  available to employees to purchase under this plan is 500,000 of
which 236,921 have been purchased as of December 31, 2000.

The Company has a long-term  incentive plan which provides for the issuance
of  incentive  stock  options,  nonstatutory  stock  options,  and  certain
corresponding  stock  appreciation  rights. The maximum number of shares of
common stock for which options may be granted is 2,400,000.  Options may be
granted to directors,  officers, outside consultants,  and key employees of
the Company and may be granted upon such terms and such  conditions  as the
Compensation Committee in its sole discretion shall determine. In no event,
however, shall the exercise price be less than the fair market value on the
date of grant.

Changes in stock options and warrants for the years ended December 31,
2000, 1999, and 1998 are as follows:

Options                           Warrants
---------------------------------  -------------------------------
Weighted                       Weighted
Average or                     Average or
Range of                       Range of
Exercise                       Exercise
Shares           Price             Shares       Price
2000:

Granted                                             485,600      $4.50
Exercised                                           146,660       6.37
Forfeited/expired                                   124,440       6.94
Outstanding at December 31                        1,727,940       6.14              155,461     $5.74
Exercisable                                         820,200       6.97              155,461      5.74

Weighted average fair value of
options granted during year                                      $2.00

Weighted average fair value of
shares issued under Employee
Stock Purchase Plan                                              $0.96

31

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

Options                           Warrants
---------------------------------  -------------------------------
Weighted                       Weighted
Average or                     Average or
Range of                       Range of
Exercise                       Exercise
Shares           Price             Shares       Price
1999:

Granted                                             448,900      $5.84
Exercised                                            22,080       4.96
Forfeited/expired                                    61,150       5.70
Outstanding at December 31                        1,513,440       7.02              155,461     $5.57
Exercisable                                         740,480       7.20              155,461      5.57

Weighted average fair value of
options granted during year                                      $2.98

Weighted average fair value of
shares issued under Employee
Stock Purchase Plan                                              $0.83

Options                      Warrants
---------------------------------  -------------------------------
Weighted                       Weighted
Average or                     Average or
Range of                       Range of
Exercise                       Exercise
Shares           Price             Shares       Price
1998:
Granted                                             203,500      $6.41
Exercised                                            64,840       5.80
Forfeited/expired                                    47,990       6.41
Outstanding at December 31                        1,147,770       6.76              155,461     $5.41
Exercisable                                         486,230       7.45              155,461      5.41

Weighted average fair value of
options granted during year                                      $3.14

Weighted average fair value of
shares issued under Employee
Stock Purchase Plan                                              $0.90

32

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

The following table summarizes information about stock options and warrants
outstanding at December 31, 2000:

Options and Warrants
Options and Warrants Outstanding                                     Exercisable
------------------------------------------------------------------------        ----------------------------
Weighted
Average
Remaining     Weighted                               Weighted
Range of                              Contractual    Average                                Average
Exercise               Number            Life        Exercise                  Number       Exercise
Prices              Outstanding       (in years)     Price                 Exercisable      Price

Options:

$4.50-$7.25             1,276,540          3.24         $ 5.47                  457,200       $ 6.01
7.50-10.625               451,400          1.30           8.05                  363,000         8.17

Warrants:
$  5.74               155,461          4.00           5.74                  155,461         5.74

The Company  accounts for stock options granted using APB 25.  Accordingly,
no compensation  cost has been recognized for its fixed stock option plans.
Had compensation cost for the Company's stock-based compensation plans been
determined  based on the fair  value at the grant  dates for  awards  under
those plans  consistent with SFAS No. 123, the Company's net income and net
income per common and common equivalent share would have changed to the pro
forma amounts indicated below:

2000             1999          1998
Net income:

As reported                                                      $ 826,557       $ 3,225,590   $ 2,451,159
Pro forma                                                          140,145         2,480,928     1,840,182

Net income per common (both basic and diluted) share:
As reported                                                          $0.11       $      0.43   $      0.33
Pro forma                                                             0.02              0.33          0.25

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes  option-pricing model with the following weighted-average
assumptions used for grants in 2000, 1999, and 1998:  dividend yield of 0%;
expected  volatility of 61.04%,  56.0%, and 55.2% for 2000, 1999, and 1998,
respectively;  risk-free  interest  rates ranging from 4.58% to 7.36%;  and
expected lives ranging from 2.33 to 4.5 years.

9.   SEGMENT REPORTING AND FOREIGN OPERATIONS

During the years ended  December 31, 2000,  1999, and 1998, the Company had
foreign sales of approximately $22,968,000, $18,336,000, and $15,198,000 or
approximately 25%, 24%, and 22%, respectively, of total sales, primarily in
Japan, Germany, France, and the United Kingdom.

The  Company  operates  primarily  in one  segment  in which  it  develops,
manufactures,  and markets disposable medical products, principally for use
in the diagnosis and treatment of cardiovascular  disease. Major operations
outside the United States include a leased  manufacturing  and distribution
facility in Ireland and sales  subsidiaries  in Europe.  The following is a
summary of the Company's  foreign  operations by geographic area for fiscal
years 2000, 1999, and 1998:

33

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

Transfers
Sales to        Between                          Net
Unaffiliated    Geographic                       Income       Identifiable
Customers       Areas           Revenue        (Loss)          Assets
Fiscal year ended December 31, 2000:
United States, Canada, and

international distributors            $ 80,380,485   $  1,060,749    $ 81,441,234    $ 2,301,524    $ 61,897,460
Europe direct and European
distributors                          11,067,027      4,906,800      15,973,827     (1,608,513)      9,549,171
Eliminations                                           (5,967,549)     (5,967,549)       133,546
------------   ------------    ------------    -----------    ------------
Consolidated                            $ 91,447,512           None    $ 91,447,512    $   826,557    $ 71,446,631
============   ============    ============    ===========    ============

Fiscal year ended December 31, 1999:
United States, Canada, and
international distributors          $ 69,595,418   $  1,288,485    $ 70,883,903    $ 3,761,605    $ 62,666,167
Europe direct and European
distributors                           8,364,158      4,281,400      12,645,558       (319,784)      9,694,302
Eliminations                                           (5,569,885)     (5,569,885)      (216,231)
------------   ------------    ------------    -----------    ------------
Consolidated                            $ 77,959,576           None    $ 77,959,576    $ 3,225,590    $ 72,360,469
============   ============    ============    ===========    ============

Fiscal year ended December 31, 1998:
United States, Canada, and
international distributors          $ 60,407,019   $  1,386,073    $ 61,793,092    $ 3,373,280    $ 41,547,669
Europe direct and European
distributors                           7,970,338      2,546,099      10,516,437       (593,677)      9,117,117
Eliminations                                           (3,932,172)     (3,932,172)      (328,444)
------------   ------------    ------------    -----------    ------------
Consolidated                            $ 68,377,357           None    $ 68,377,357    $ 2,451,159    $ 50,664,786
============   ============    ============    ===========    ============

Transfers  between  geographic areas are accounted for at amounts which are
generally  above  cost and  consistent  with the rules and  regulations  of
governing  tax   authorities.   Such   transfers  are   eliminated  in  the
consolidated financial statements.  Net income by geographic areas reflects
foreign earnings reported by the foreign entities.  Identifiable assets are
those  assets that can be directly  associated  with a  particular  foreign
entity and thus do not include assets used for general corporate purposes.

10.  RELATED PARTY TRANSACTIONS

Receivables  from  employees  and related  parties at December 31, 2000 and
1999 totaled approximately $441,000 and $503,000, respectively,  (including
approximately  $208,000 and  $267,000,  respectively,  from officers of the
Company).  During 2000,  approximately  45,000 shares of Company stock were
surrendered  in  exchange  for  the   extinguishment  of  a  related  party
receivable.

11.  ROYALTY AGREEMENT

On April 8, 1992, the Company  settled  litigation  involving,  among other
things, allegations that certain of the Company's inflation device products
infringed patents issued to another medical product  manufacturing  company
(the Licensor).

34

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

Pursuant to the settlement,  the Company  entered into a license  agreement
with  the  Licensor,   whereby  the  Licensor  granted  to  the  Company  a
nonexclusive  right and license to manufacture  and sell products which are
subject to the patents  issued to the Licensor.  For the rights and license
granted under the agreement,  the Company paid the Licensor a nonrefundable
prepaid  royalty  in the  amount of  $600,000.  The  royalty  was paid upon
execution of the agreement and represented a prepaid  royalty  covering the
first seven years of the agreement,  which concluded  during the year ended
December 31, 1999. In addition to the prepaid  royalty,  the Company agreed
to pay the Licensor a continuing royalty beginning January 1, 1992 of 5.75%
of sales (which will not exceed $450,000 for any calendar year) made in the
United States, of products covered by the license  agreement.  Royalties of
$450,000 were paid or accrued in each of the years ended December 31, 2000,
1999, and 1998.

The Licensor has released the Company from all damages,  claims,  or rights
of  action  which  the  Licensor  may  have  had  related  to  the  alleged
infringement  of the patents  issued to the Licensor.  The Company has also
agreed to not proceed against the Licensor for the alleged misappropriation
by the Licensor of the Company's confidential and proprietary information.

12.  EMPLOYEE BENEFIT PLAN

The Company has a contributory  401(k) savings and profit sharing plan (the
Plan) covering all full-time employees who are at least 21 years of age and
have a minimum of six months of service to the  Company.  The  Company  may
contribute at its discretion matching contributions based on the employees'
compensation.  Contributions  made by the Company to the Plan for the years
ended  December 31, 2000,  1999, and 1998 totaled  approximately  $258,000,
$88,000, and $18,000, respectively.

The Plan purchased  unissued shares of the Company's common stock at market
value during each of the three years ended December 31, 2000 as follows:

Market
Shares         Value
Years ended December 31:
2000                                                 None          None
1999                                               10,990       $62,600
1998                                               13,819        81,850

35

MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
--------------------------------------------------------------------------------

13.      QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

Quarterly data (unaudited) for the years ended December 31, 2000, 1999, and
1998 is as follows:

Quarter Ended
-----------------------------------------------------------------------
2000                                             March 31         June 30        September 30       December 31

Net sales                                     $ 22,080,435     $ 23,552,859      $ 23,330,203      $ 22,484,015
Gross profit                                     7,634,050        7,616,239         7,958,848         7,414,916
Income from operations                             289,575          647,698         1,224,604           966,678
Income tax expense (benefit)                       (68,347)          19,254           169,026          (172,645)
Net income (loss)                                 (159,482)          44,927           394,397           546,715
Basic and diluted net income
(loss) per share                                   (0.02)            0.01              0.05              0.07

1999

Net sales                                     $ 17,701,723     $ 18,979,739      $ 19,920,419        21,357,695
Gross profit                                     6,692,102        7,349,765         7,763,440         8,236,454
Income from operations                           1,070,736        1,477,316         1,705,782         1,762,959
Income tax expense                                 255,731          446,516           463,321           289,194
Net income                                         565,123          752,684           928,768           979,015
Basic and diluted net income
per share                                           0.08             0.10              0.12              0.13

1998

Net sales                                     $ 16,466,015     $ 17,974,170      $ 16,703,033        17,234,139
Gross profit                                     6,163,161        6,812,741         6,432,783         6,534,799
Income from operations                           1,108,003        1,382,228         1,543,092         1,137,682
Income tax expense                                 459,115          548,306           542,743           137,215
Net income                                         427,655          586,558           722,836           714,110
Basic and diluted net income
per share                                           0.06             0.08              0.10              0.09

******

36

Item 9.   Changes and Disagreements with Accountants on Accounting and Financial
Disclosure.
----------------------------------------------------------------------

None.

PART III

Items 10, 11, 12 and 13.

These items are incorporated by reference to the Company's  definitive
Proxy Statement relating to the Annual Meeting of Shareholders scheduled for May
23, 2001. The definitive  Proxy  Statement will be filed with the Commission not
later than 120 days after  December 31, 2000,  pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended.

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
--------------------------------------------------------------- 

(a)     Documents filed as part of this report:

(1)Financial Statements.  The following financial statements are
incorporated by reference as provided in  --------------------  Item 8
of this report:

--       Independent Auditors' Report

--        Consolidated Balance Sheets as of December 31, 2000 and 1999

--        Consolidated  Statements  of  Operations  for the Years Ended
December 31, 2000, 1999 and 1998

--        Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 2000, 1999 and 1998

--        Consolidated  Statements  of Cash  Flows for the Years  Ended
December 31, 2000, 1999 and 1998

--        Notes to Consolidated Financial Statements

(2)  Financial Statement Schedule
----------------------------

--        Schedule II - Valuation and qualifying account

all other  schedules  have been omitted  because they
are not required, not applicable,  or the information
is otherwise set forth in the financial statements or
notes thereto.

(b)     Reports on Form 8-K:

None.

(c)     Exhibits:

The following  exhibits required by Item 601 of Regulation S-K
are filed herewith or have been filed  previously  with the Commission
as indicated below:
37

Description                                         Exhibit No.
------------------------------------------------------------------    ------------------------------

3.1     Articles of Incorporation of the Company, as amended and restated*    [Form 10-Q filed August 14,
1996, Exhibit No. 1]
3.2     Bylaws of the Company*                                                [Form S-18 filed October 19,
1989, Exhibit No. 2]
4       Specimen Certificate of the Company's Common Stock, no par            [Form S-18 filed October 19,
value*                                                                1989, Exhibit No. 10]
10.1     Merit Medical Systems, Inc. Long Term Incentive Plan (as amended      [Form 10-Q filed August 14,
and restated) dated March 25, 1996*                                   1996, Exhibit No. 2]
10.2     Merit Medical Systems, Inc. 401(k) Profit Sharing Plan (as amended    [Form S-1 filed February 14,
effective January 1, 1991*                                            1992, Exhibit No. 8]
10.3     License Agreement, dated April 8, 1992 between the Company and        [Form S-1 filed February 14,
Utah Medical Products, Inc.*                                          1992, Exhibit No. 5]
10.4     Lease Agreement dated as of June 8, 1993 for office and               [Form 10-K for year ended
manufacturing facility*                                               December 31, 1994, Exhibit
No. 10.5]
10.5     Loan Agreement with Zions First National Bank dated October 10,       [Form 10-K for year ended
1995*                                                                 December 31, 1995, Exhibit
No. 10.5
10.6     Amendment to Loan Agreement with Zions First National Bank            [Form 10-K for year ended
dated October 10, 1997                                                December 31, 1997, Exhibit
No. 10.5]
[Form 10-K for year ended
10.7     Amendment to Loan Agreement with Zions First National Bank            December 31, 1998, Exhibit
dated August 11, 1999                                                 No.10.7]
[Form 10-K for year ended
December 31, 1999, Exhibit
10.8     Amendment to Loan Agreement with Zions First National Bank            No.10.8]
dated
10.9     Agreement of sale by and between Merit Medical Systems, Inc. and      [Form 8-K dated August 20,
Mallinckrodt Inc. dated August 20, 1999                               1999, Exhibit No. 10.1]   
10.10     Amendment to Loan Agreement with Zions First National Bank            Filed herewith
3/11/2000                                                             
10.11     Merit Medical Systems, Inc. Highly Compansated Deferred               Filed herewith
Compenstaion Plan.
13.1      Annual Report to  Shareholders  for the year ended December 31,
2000.  Certain  portions of this  exhibit are  incorporated  by
reference  into  this  Report  on  Form  10-K;   except  as  so
incorporated by reference, the Annual Report to Shareholders is
not deemed filed as part of this Report on Form 10-K.
23.1     Consent of Independent Auditors                                       Filed herewith

-------------------------------
* These exhibits are incorporated herein by reference.

(d)  Financial  Statement  Schedules:  There  are  no  financial  statement
schedules required to be filed with this report.
38

SIGNATURES
----------

Pursuant to the  requirements of Section 13 or 15(d) 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, on March 29, 2001.

MERIT MEDICAL SYSTEMS, INC.

By:   FRED P. LAMPROPOULOS, PRESIDENT
----------------------------------
Fred P. Lampropoulos, President
and Chief Executive Officer

Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on March 29,2001.

Signature                       Capacity in Which Signed
---------                       ------------------------

/s/: FRED P. LAMPROPOULOS      President, Chief Executive Officer and Director
---------------------------    
Fred P. Lampropoulos      

/s/:KENT W. STANGER            Chief Financial Officer, Secretary, Treasurer and
----------------------------   Director (Principal financial and accounting 
Kent W. Stanger            officer)       

/s/:RICHARD W. EDELMAN         Director
---------------------------    
Richard W. Edelman         

/s/:REX C. BEAN                
---------------------------    
Rex C. Bean                Director

/s/:JAMES J. ELLIS             
---------------------------    
James J. Ellis             Director

/s/:MICHAEL E. STILLABOWER
---------------------------
Michael E. Stillabower     Director
39

FIRST AMENDMENT
TO LOAN AGREEMENT

This  First  Amendment  to Loan  Agreement  (the  "Amendment")  is made and
entered  into  among  Merit  Medical  Systems,  Inc.  ("Merit  Medical"),  Merit
Holdings, Inc. ("Merit Holdings"), Sentir Semiconductor,  Inc. ("Sentir") (Merit
Medical,  Merit Holdings and Sentir are  collectively  called  "Borrowers")  and
Zions First National Bank ("Lender").

Recitals
--------

1.       Borrowers  and Lender have  entered in an Amended and Restated
Loan Agreement dated August 11, 1999 (the "Agreement").

2.       Borrowers  and Lender desire to modify and amend the Agreement
as provided herein.

Amendment
---------

For good and valuable  consideration,  the receipt and  sufficiency  of
which are hereby  acknowledged,  Borrowers and Lender hereby agree and amend and
modify the Agreement as follows:

1.       Definitions.  Except as otherwise  expressly  provided herein,
terms  assigned  defined  meanings in the Agreement  shall have the same defined
meanings in this Amendment.

2.       Amended  Definitions.  The definitions of "Borrowing  Base"and
"Facility  Amount" in Section 1.1 of the Agreement are amended in their entirety
to read as follows:

"Borrowing  Base"  means  the sum of (a)  75% of the net  book
value, as determined by Lender, of all accounts receivable of Borrowers
in  which  Lender  has  a  first  priority,  fully  perfected  security
interest,  (b) 45% of the net book value,  as determined by Lender,  of
all inventory of Borrowers in which Lender has a first priority,  fully
perfected  security  interest to the extent that (x) the net book value
of inventory of  Borrowers as of the fiscal month most  recently  ended
divided by (y)(a)(i) the cost of goods sold of Borrowers for the fiscal
quarter most recently ended (and in the case of any  acquisition by any
Borrower,  the cost of goods sold for such  acquired  property for such
fiscal  quarter  as  reasonably  determined  by Lender)  multiplied  by
(ii)four (4) divided by (b) 365, does not exceed 175,  provided that if
such  calculation  exceeds 175,  such  inventory  is excluded  from the
Borrowing  Base  to the  extent  and  only  to  the  extent  that  such
calculation exceeds 175, (c) 70% of the appraised value,  acceptable to
Lender,  of all real  property of Borrowers in which Lender has a first
priority,  fully  perfected  lien,  (d)  70%  of the  appraised  value,
acceptable to Lender, of all equipment of Borrowers in which Lender has
a first priority, fully perfected security interest, and (e) (i) 65% of
the net book  value,  as  determined  by Lender,  of all  equipment  of
Borrowers for which there is not an appraisal  acceptable to Lender and
in which Lender has a fully perfected  security interest minus (ii) the

1

outstanding  principal amount owing by Borrowers in respect of all such
equipment  which is  subject  to a security  interest  superior  to the
security interest of Lender in such equipment.

"Facility   Amount"   means   thirty-five    million   dollars
($35,000,000.00)   as  such   amount  is  reduced   by  three   hundred
seventy-five  thousand  dollars  ($375,000.00)  on the last day of each
quarter commencing with the quarter ending March 31, 2001.

3.       Section 3.1 Section  3.1 of the Loan  Agreement  is amended by
adding a new subsection c. to read as follows:

c. A deed of trust upon real property of Merit Medical located
in Brazoria County, Texas.

4.       Section 6.6 a. Section 6.6 a. of the Loan Agreement is amended
in its entirety to read as follows:

a. Annual  audited  financial  statements  with an unqualified
opinion  for each  fiscal  year of each  Borrower  from an  independent
accounting firm and in a form acceptable to Lender,  to be delivered to
Lender within ninety-five (95) days of the end of the fiscal year. Each
Borrower shall also submit to Lender copies of any  management  letters
or other reports  submitted to such Borrower by  independent  certified
public  accountants  in connection  with  examination  of the financial
statements of such Borrower made by such accountants.

5. Conditions to Effectiveness  of Amendment.  The amendments set forth
above shall become  effective,  as of the date and year set forth below, on such
date (the "First Amendment Effective Date") when the following  conditions shall
have been satisfied in a form and substance acceptable to Lender:

a. This Amendment, the Replacement Promissory Note in the form
of Exhibit A hereto (the "Replacement  Promissory Note"), and all other
documents  contemplated  by this  Amendment  to be  delivered to Lender
prior to funding have been fully executed and delivered to Lender.

b. All of the documents  contemplated  by this Amendment which
require  filing or recording  have been properly  filed and recorded so
that all of the  liens  and  security  interests  granted  to Lender in
connection  with this Amendment will be properly  created and perfected
and will have a priority acceptable to Lender.

c. All other conditions  precedent provided in or contemplated
by the Agreement,  the Security  Documents,  or any other  agreement or
document have been performed.

d. As of the First  Amendment  Effective  Date,  the following
shall be true and correct:  (1) all representations and warranties made
by  Borrowers  in the  Agreement  are true and  correct as of the First

2

Amendment  Effective  Date;  and (2) no Event of Default  has  occurred
under the Agreement and no conditions  exist and no event has occurred,
which, with the passage of time or the giving of notice, or both, would
constitute an Event of Default under the Agreement.

All  conditions  precedent  set forth in the  Agreement,  the  Security
Documents, or in any other document relating thereto are for the sole benefit of
Lender and may be waived unilaterally by Lender.

6.  Collateral.  The  Loan  and the  Replacement  Promissory  Note  are
secured by the  collateral  identified  in, and  contemplated  by the Agreement,
including, without limitation, the various Security Agreements, dated August 11,
1999, executed by the Borrowers,  and by the Collateral described in Section 3.1
Collateral of the Agreement.

7.  Representations  and  Warranties.  Each Borrower hereby affirms and
again  makes  the   representations  and  warranties  set  forth  in  Article  5
Representations  and Warranties as of the First  Amendment  Effective Date. Each
Borrower  represents  and  warrants  that  there  have  been no  changes  to the
Organizational Documents of such Borrower since August 11, 1999.

8. Authorization.  Borrower represents and warrants that the execution,
delivery,  and  performance  by Borrowers  of this  Amendment,  the  Replacement
Promissory Note, and all agreements,  documents,  obligations,  and transactions
herein  contemplated  have been duly  authorized by all necessary  action on the
part  of  such  Borrower  and  are  not   inconsistent   with  such   Borrower's
Organizational  Documents  or any  resolution  of the Board of Directors of such
Borrower,  do not and will not  contravene  any  provision  of, or  constitute a
default under, any indenture,  mortgage,  contract, or other instrument to which
such  Borrower is a party or by which it is bound,  and that upon  execution and
delivery hereof and thereof, this Amendment and the Replacement  Promissory Note
will constitute  legal,  valid,  and binding  agreements and obligations of each
Borrower, enforceable in accordance with their respective terms.

9. Payment of Expenses and  Attorney's  Fees.  Borrowers  shall pay all
reasonable  expenses  of  Lender  relating  to  the  negotiation,   drafting  of
documents, and documentation of this Amendment,  including,  without limitation,
title insurance, recording fees, filing fees, and reasonable attorney's fees and
legal expenses. If such expenses are not promptly paid, Lender is authorized and
directed,  upon  execution of this  Amendment and  fulfillment of all conditions
precedent hereunder, to disburse a sufficient amount of the Loan proceeds to pay
in full these expenses.

10. Agreement  Remains in Full Force and  Effect.  Except as  expressly
amended or modified by this Amendment,  the Agreement  remains in full force and
effect.

11. Counterpart  Execution.  This  Amendment may be executed in several
counterparts,  without the requirement  that all parties sign each  counterpart.
Each of such counterparts  shall be an original,  but all counterparts  together
shall constitute one and the same instrument.

12. Integrated Agreement;  Amendment. This Amendment, together with the
Agreement,  Replacement  Promissory  Note,  Security  Documents,  and the  other
agreements,   documents,  obligations,  and  transactions  contemplated  by  the
Agreement and the Amendment, constitute the entire agreements and understandings

3

between the parties and supersede all other prior and contemporaneous agreements
and may not be  altered or amended  except by  written  agreement  signed by the
parties. This Amendment and the Agreement shall be read and interpreted together
as one  agreement.  PURSUANT TO UTAH CODE SECTION  25-5-4,  BORROWER IS NOTIFIED
THAT THESE AGREEMENTS ARE A FINAL EXPRESSION OF THE AGREEMENT BETWEEN LENDER AND
BORROWERS  AND THESE  AGREEMENTS  MAY NOT BE  CONTRADICTED  BY  EVIDENCE  OF ANY
ALLEGED  ORAL  AGREEMENT.  All  other  prior  and  contemporaneous   agreements,
arrangements  and  understandings  between the parties  hereto as to the subject
matter hereof are, except as otherwise expressly provided herein, rescinded.

Dated: March 14, 2000

Lender:

Zions First National Bank

By:
---------------------------
Title:
------------------------

Borrowers:

Merit Medical Systems, Inc.

By:
---------------------------

Title:
------------------------

Merit Holdings, Inc.

By:
---------------------------

Title:

Sentir Semiconductor, Inc.

By:
---------------------------

Title:
------------------------

EXHIBIT A

4

MERIT MEDICAL SYSTEMS, INC.
HIGHLY COMPENSATED DEFERRED COMPENSATION PLAN

THIS  MERIT  MEDICAL   SYSTEMS,   INC.   HIGHLY   COMPENSATED   DEFERRED
COMPENSATION  PLAN (the "Plan") is established  effective as of January 1, 2001,
by Merit Medical  Systems,  Inc.,  (the "Company") a Utah  corporation  with its
principal office in Salt Lake City, Utah.

RECITALS
--------

1. The  Company  desires  to  establish  and  maintain  a  nonqualified,
unfunded plan for the purpose of providing  deferred  compensation to Executives
who are members of a select group of management or highly compensated  employees
of the  Company.  It is the intent of the Company that the Plan be deemed a "top
hat" plan under  ERISA and the Plan  should be  construed  consistent  with this
purpose.

2. Each  Executive  who  executes a Deferral  Agreement  adopts the Plan
becomes a party  hereto,  and agrees to deferral of his or her  Compensation  as
more particularly described hereafter.

NOW,  THEREFORE,  FOR  AND IN  CONSIDERATION  of the  mutual  covenants,
promises and  conditions  herein  contained,  the Company and each Executive who
executes a Deferral Agreement agree:

1.     Definitions.  For purposes of the Plan the following  definitions
shall apply:

a.  Beneficiary  shall  mean  individual(s),  trust(s)  or  other
entity(ies) designated by the Executive in writing to the Company. The Executive
may designate primary,  contingent or multiple  Beneficiaries and may revoke any
prior designation.  Upon the death of the Executive, the most recent designation
shall control. If no Beneficiary is designated,  or if no designated Beneficiary

survives the  Executive,  the payments  payable to the Executive  under the Plan
shall be  payable  to the  Executive's  surviving  spouse,  and if no  surviving
spouse,  to the Executive"s  estate. A named Beneficiary (or spouse, if no other
named  Beneficiary)  must survive the Executive by a minimum of thirty (30) days
in  order  to be  treated  as a  Beneficiary  or  surviving  spouse  under  this
provision.

b. Code shall mean the Internal Revenue Code of 1986, as amended.
References  to a Code  section  shall be deemed to be to that  section as it now
exists and to any successor provision.

c.  Compensation  shall mean all amounts paid to the Executive by
the Company for services  rendered  that are included in the  Executive's  gross
income. Compensation shall be taken into account at its present value.

d.  Deferral  Agreement  shall mean the document  executed by the
Executive and the Company in the form attached hereto as Exhibit "A."

e.  Deferred  Amount shall mean the amount that is to be deferred
from the Executive's Compensation as designated in the Deferral Agreement.

f. Deferred  Compensation  Account shall mean a liability account
on the books of the Company,  maintained for  bookkeeping  purposes only,  which
shall reflect the total of all Deferred Amounts, together with Income attributed
to the Account in accordance  with the  Investment  Model  selected from time to
time by the  Executive.  The right of the  Executive to receive from the Company
any amount in the Deferred  Compensation Account shall be determined strictly in
accordance with the terms of the Plan.

g.  Executive  shall  mean  an  Employee  of the  Company  who is
selected by the Company to participate in the Plan and who has Compensation for
-2-

the Look Back Year at least equal to $85,000,  but less than that  required  for
the Company"s Select Highly Compensated  Deferred  Compensation Plan.  Look-back
Year"  means the Plan  Year  immediately  preceding  the Plan Year for which the
determination is being made. Further, the Company and the Executive  acknowledge
that the  Executive  is a member  of a select  group of  management  or a highly
compensated employees.  The minimum dollar Compensation amount set forth in this
paragraph  shall be  adjusted  at the same  time and in the same  amount  as the
dollar amount under Internal Revenue Code "414(q).

h.  Income  shall mean with  respect  to a Deferred  Compensation
Account all increases or decreases that result in applying the Investment  Model
selected by the Executive to a Deferred Compensation Account.

i.  Investment   Model  shall  mean  the   performance   model(s)
established  by the Company  that may be selected by the  Executive to determine
the amount of Income attributed to the Executive's Deferred Compensation Account
in accordance with Section 6 of the Plan.

j. Plan Year  shall  mean the  twelve  consecutive  month  period
commencing each January 1 and ending each December 31 thereafter.

2. Term of Plan. The Plan is effective as of the date established by the
Company.  With respect to a the Executive,  it shall be effective as of the date
the Executive's Deferral Agreement is effective and shall remain in effect until
the entire amount in the Deferred  Compensation  Account has been distributed to
the Executive or his or her designated Beneficiary.

3. Effect on  Employment  of  Executive.  The Plan does not supersede or
revoke any written  employment  contract which may exist between the Company and
the Executive.  In the event of a conflict between the terms of the Plan and any
employment contract, the terms of the employment contract shall control. Nothing
contained  herein shall be construed as conferring  upon the Executive the right
to continue in the employ of the Company in any capacity.

-3-

4. Deferred  Compensation.  The Company  shall pay to the  Executive  or
his/her  Beneficiary  deferred  compensation  in the amount of his/her  Deferred
Compensation  Account  established by the Company  according to the terms of the
Plan and the Deferral Agreement.

5. Deferred Amount.  Upon execution and delivery of a Deferral Agreement
the Company shall withhold from the Executive's Compensation the Deferred Amount
set forth in the Deferral  Agreement.  The right of the Executive to receive the
Deferred Amount shall be governed by the terms of the Deferral Agreement and the
Plan. The Deferral Agreement must be properly completed, signed and delivered to
the Company prior to the first day of the Plan Year for which Compensation is to
be earned.  The Deferral  Agreement shall remain in effect for the Plan Year and
for all  subsequent  Plan years  until  amended or revoked by the  Executive  as
provided in this Section.  The Agreement shall define the amount of Compensation
that shall be deferred for the Plan Year, and for all subsequent Plan Years. The
Deferral  Agreement shall be applicable  only to  Compensation  earned after the
date on which the Deferral  Agreement is  effective.  The  Executive  may modify
(increase,  decrease or revoke) the  Deferred  Amount  effective as of the first
practical  payroll  that begins at least two weeks after the  execution of a new
Deferral  Agreement.  Requests for  reinstatement of the Deferred Amount will be
effective on the first payroll after the first of the month.  Modification shall
be  accomplished  by  the  Executive  executing  a  new  Deferral  Agreement  in
accordance with rules adopted by the Company.  Any  modification of the Deferred
Amount  shall  have  prospective  effect  only and  shall not apply to any bonus
and/or  comissions not yet paid, but already earned and irrevocably  owed by the
Company to the  Executive.  The Company  shall have no  obligation to accept any
modification  of the Deferred  Amount  unless the  Executive  complies  with the
requirements  of the Plan and the rules  adopted  by  Company  to carry out this
provision. If the Executive fails to modify or terminate deferrals in accordance
with the Plan or the Company rules, then deferrals will continue at the existing
rate.

-4-

6. Investment Model. The Company, at its sole discretion, shall identify
one or more investment  options which may be made available for selection by the
Executive. The investment options selected by the Executive shall constitute the
Investment  Model for that  Executive  under this Plan.  Investment  options may
include all investments and funds available in the marketplace for self-directed
accounts in retirement  plans,  and in the Company"s sole discretion may include
securities  of the Company.  At any time and from time to time the Company shall
have the right,  in its sole  discretion,  to change,  modify or discontinue the
availability of any investment option it has selected for possible  inclusion in
the Executive"s  Investment Model. Pursuant to rules adopted by the Company, the
Executive  shall be entitled to select and change the investment  options in his
or her Investment Model. At all times the Executive"s  Investment Model shall be
basis by which Income attributable to his/her Deferred  Compensation  Account is
measured.  The Executive shall be provided from time to time with the investment
"results" of his or her selected  Investment  Model. The Company's  liability to
the Executive for amounts in the Deferred  Compensation  Account includes Income
attributed to the Investment Models selected by the Executive.

7.     The Deferred  Compensation  Account.  The balance of the Deferred
Compensation  Account,  including all Deferred Amounts and all Income attributed
to the  Deferred  Compensation  Account,  shall  be  subject  to  the  following
conditions:

a. Unsecured  liability.  A Deferred  Compensation  Account shall
represent an unsecured liability of the Company.

b. Prohibition against set aside. The Company shall not permit or
cause any amount equal to the balance of a Deferred  Compensation  Account to be
set aside or placed in a trust account or escrow  account for the benefit of the
Executive.   Title  to  and  beneficial  ownership  of  any  assets  and  income
-5-

attributable thereto that the Company may, for its own purposes,  earmark to pay
the balance of a Deferred Compensation Account, shall at all times remain in the
name of the Company and shall be subject to the claims of the general  creditors
of the  Company.  However,  the  Company  may,  at its  option,  and in its sole
discretion  establish  a Trust for the  purpose of  holding  assets set aside to
satisfy its  liabilities  pursuant to a Deferred  Compensation  Account.  If the
Company establishes a Trust, the Company may also determine the amounts it deems
necessary or  appropriate  to fund the Company"s  obligation to pay the Deferred
Compensation  Account and forward  such amounts to be held in Trust by a trustee
selected by the  Company.  All amounts in the Trust  shall be  earmarked  to pay
benefits  under the terms of the Plan.  The  Company  will direct the trustee to
make periodic  distributions from the Trust at such times and in such amounts as
the Company deems appropriate.

If a Trust is established, Trust assets cannot be diverted to, or
used for, any purpose except payments to Participants  and  Beneficiaries  under
the terms of the Plan or, if the Company is insolvent (as defined in the Trust),
to pay the Company's  creditors.  Participants  and  Beneficiaries  will have no
right  against  the  Company  with  respect to the payment of any portion of the
Participant's  Deferred  Compensation  Account,  except as a  general  unsecured
creditor of the Company.

c. Property interest of Executive.  Neither the Executive nor his
or her Beneficiaries  shall have or acquire any property interest  whatsoever in
any specific assets or income of the Company pursuant to the Plan, except to the
extent necessary to enforce payment of a Deferred  Compensation Account pursuant
to Section 9 of the Plan.

-6-

d.  Prohibition  against use as  collateral  or  assignment.  The
Executive  shall  have no right,  power or  privilege  to use any  portion  of a
Deferred  Compensation  Account as  security or  collateral  for a loan from the
Company or any other person, nor may the Executive assign or pledge the right to
receive any future payments from a Deferred Compensation Account.  Moreover, the
Executive shall have no right to transfer,  modify,  anticipate, or encumber any
benefits or rights hereunder,  and neither the Deferred Compensation Account nor
any payment that may be due and owing the Executive  hereunder  shall be subject
to  execution,  attachment or other court  process or shall be  transferable  by
operation of law in the event the Executive becomes insolvent or bankrupt or for
any other reason.

e.  Status  of  Deferred   Compensation   Account.  The  Deferred
Compensation Account and Income shall remain the sole, exclusive property of the
Company (until  payable to the Executive)  under the terms and conditions of the
Plan without any  restriction  or limitation on its use by the Company,  subject
only to the  claims  of the  Company's  general  creditors  and to  restrictions
contained in any Trust Agreement that the Company may establish.

8. Company  Match.  The Company may, at its sole option and  discretion,
announce a prospective match for amounts deferred by an Executive. The match may
based on any formula the Company in its sole discretion chooses.  The match will
be deemed  contributed  to the  Executive"s  Deferred  Compensation  Account and
treated as additional Income to the Deferred Compensation Account. The match and
any Income attributable thereto under the Executive"s  Investment Model shall be
deemed "Match  Funds." Any Match Funds shall be subject to the other  provisions
of the Plan including the non-competition provisions of Section 15.

9. Events  Triggering  Payment of Deferred  Compensation.  The Executive
shall not  receive,  nor be  entitled to  receive,  any payment  from his or her
Deferred  Compensation  Account as long as the Executive remains employed by the
-7-

Company or a subsidiary  of the Company,  unless  specifically  provided in this
Section.  The Executive  shall be deemed to be employed so long as the Executive
continues to provide  personal  services to the Company or a subsidiary  under a
current  employment  arrangement and no separation from service with the Company
(whether due to the  voluntary or  involuntary  resignation  or discharge of the
Executive from his/her  position with the Company or his/her death,  retirement,
failure to return to active work at the end of an authorized leave of absence or
the  authorized  extension(s)  thereof,  or the  happening of any other event or
circumstance  which, under the then current policy of the Company results in the
cessation of the employer-employee  relationship) has occurred. Termination from
employment shall not be deemed to occur merely because of a transfer between the
Company and any subsidiary thereof.

a.     Distribution  Following  Termination  of  Employment.  The
Executive or his or her  Beneficiary  shall be entitled to payment of his or her
Deferred  Compensation  Account in the manner  selected  by the  Executive  upon
termination of employment with the Company, including a termination which occurs
because of:

1.     the Executive's  disability (as defined  hereafter)
or death; or

2.     retirement of the Executive  after having  attained
age 65.

b.     Distribution  Prior  to  Termination  of  Employment.  The
Executive  shall be  entitled  to  payment of his or her  Deferred  Compensation
Account  in the  manner  selected  by the  Executive  prior  to  termination  of
employment with the Company upon the occurrence of any of the following:

1.     attainment  of an  "elected  age," which is the age
selected by the Executive in his or her most recent Deferral  Agreement to begin
receiving the amounts in the Deferred  Compensation  Account.  The "elected age"
must have  been  selected  by the  Executive  at the time  he/she  executed  the
-8-

Deferral Agreement,  which must be at least twelve (12) months prior to the time
he/she  would be  otherwise  entitled to any  payment  under this  Section.  The
election must be pursuant to rules adopted by the Company.

2.     occurrence  of a  "hardship,"  as  defined  in this
Section.  All  deferrals  by the  Executive  for the twelve  (12)  month  period
following a hardship  distribution shall cease in the event the Company approves
a request of the Executive for a hardship distribution.

3.     an  early   distribution   election   made  by  the
Executive and approved by the Company. An Executive shall be entitled to receive
an early  distribution  from from his/her Deferred  Compensation  Account at any
time (an "Unscheduled Distribution"),  subject to all of the following rules and
limitations:

A.        An Executive may receive no more than one
(1) Unscheduled Distribution in any calendar year.

B.        The Unscheduled Distribution amount shall
not include any amounts  deferred by the Executive  during
the  same   calendar   year  in  which   the   Unscheduled
Distribution occurs.

C.        The Unscheduled Distribution amount shall
equal ninety percent (90%) of the amount  requested by the
Executive.  The  remaining ten percent (10%) of the amount
requested   shall  be   permanently   forfeited  from  the
Executive"s Deferred  Compensation Account at the time the
Unscheduled  Distribution  is made and  shall no longer be
available for distribution to the Executive from the Plan.

D. The  Executive  shall not be  permitted  to make
further  deferrals to the Plan prior to the  expiration of
-9-

twelve  (12)  months  from  the  date  of the  Unscheduled
Distribution.   Following  the  twelve  month  period  the
Executive  shall be  treated as newly  eligible  under the
Plan and may execute a new Deferral Agreement.

c.  Disability.  The  Executive  shall be deemed  to have  become
disabled for purposes of Section  9.a.1.  above if the Company shall find on the
basis of medical  evidence  satisfactory  to the Company  that the  Executive is
physically  or  mentally  impaired;  that as a  result  of such  impairment  the
Executive is unable to discharge  his/her assigned duties with the Company;  and
that such impairment is expected to result in death or to continue for a lengthy
and  indefinite  period.  The Company,  in its sole  discretion,  shall make the
determination of disability.  Notwithstanding the foregoing,  a Executive who is
eligible to receive Social  Security  disability  payments shall be deemed to be
disabled without further proof.

d.  Hardship.  The  Executive  shall  incur  a  hardship  if  the
Executive suffers an unforeseeable  and unanticipated  emergency which is caused
by an event beyond the control of the Executive and which would result in severe
financial  hardship  to the  Executive  if a  distribution  or  revocation  of a
deferral election were not permitted.  Hardship  conditions will be evaluated in
accordance with the terms of Treasury  Regulations  "1.457-2(h)(4).  The Company
will have sole discretion to determine  whether a Hardship  condition exists and
the Company"s determination will be final.

An  Executive  must  submit  a  written  request  for a  hardship
distribution  to the  Company  on the form and in the manner  prescribed  by the
Company.  The  hardship  request  must:  (i)  describe  and certify the hardship
condition and the severe financial need; and (ii) state the amount the Executive
proposes to withdraw  from  his/her  Deferred  Compensation  Account to meet the
-10-

severe  financial  need. The Company will have the sole  discretion to determine
whether a hardship  exists and to  determine  the  appropriate  action,  if any,
provided however,  in no event will the Company approve a hardship  distribution
in excess of the amount necessary to satisfy the immediate hardship need.

e. Payment upon death of the executive.  If the Executive  should
die prior to the time that  payment  of a Deferred  Compensation  Account to the
Executive has  commenced,  then the Company shall pay the amount in the Deferred
Compensation  Account in the manner previously  selected by the Executive to the

Executive's  Beneficiary.  If the  Executive  should die after  payment from the
Deferred  Compensation  Account has  commenced,  payments  will  continue in the
manner  previously   selected  by  the  Executive.   If  the  Executive's  named
Beneficiary is deceased,  then the balance of the Deferred  Compensation Account
shall be paid as provided in Section 1.a.

10. Method of Payment of Deferred  Compensation Account. At the time the
Executive  executes  his/her Deferral  Agreement,  the Executive shall elect the
method  of  payment  of  the  Executive's  Deferred  Compensation  Account.  The
Executive may select a different method of payment which is permitted under this
Plan by executing a new Deferred  Compensation  Agreement,  or by executing  any
other  form  provided  by the  Company  for  this  purpose.  The new  method  of
distribution  shall  not be valid or  binding  on the  Plan  unless  it has been
selected by the  Executive  at least twelve (12) months prior to the time he/she
would be otherwise entitled to any payment under the Plan.

a. Method of  Payment.  The  Executive  may choose (1) a lump sum
payment; (2) equal monthly payments for 60 months; (3) a combination of lump sum
and a 60 or 120 equal monthly  payments,  or (4) equal monthly  payments for 120
months.

b. Default Election. The Executive shall elect and deliver to the
Company his/her  election of method of payment  consistent with this Plan and in
accordance with procedures adopted by Company. An election will not be effective
-11-

until  received  by the  Company.  In the event the  Executive  fails to make an
election or no valid election exists at the time payment is to commence, his/her
Deferred  Compensation  Account  will be paid in equal  monthly  payments for 60
months.

c. Income. In the event the Executive selects a method of payment
other than lump sum,  the amounts  remaining  in his/her  Deferred  Compensation
Account shall be adjusted for Income attributed to the Investment Model selected
by the Executive.  In the event of the Executive's  death or inability to select
an Investment Model during the period in which payments are being made, the last
Investment Model selected by the Executive shall control.

11. Payments to Other Persons. The Company shall only be required to pay
amounts  due  under  the  Plan to the  Executive,  Beneficiary  or  other  legal
representative of the foregoing (custodian,  personal representative,  guardian,
trustee etc.)

12. Other Benefits Determined by Compensation. Deferred Amounts credited
to the Deferred  Compensation  Account  under the Plan shall not be deemed to be
part of the Executive's regular annual compensation for the purpose of computing
benefits to which he or she may be entitled under any qualified pension,  profit
sharing or 401(k) plan, or other  arrangement  of the Company for the benefit of
its employees.

13. References  to the  Company.  The Company  shall have full power and
authority  to  interpret,  construe  and  administer  the Plan and the  Deferral
Agreement.  The Company's  interpretations  and construction of these agreements
and  actions  under these  agreements  shall be binding  and  conclusive  on all
persons for all purposes.  No employee,  representative  or agent of the Company
shall be liable to any person for any action taken or omitted in connection with
the  interpretation  or  administration  of the Plan or the  Deferral  Agreement
unless attributable to his or her own willful misconduct or lack of good faith.

-12-

14.    Claims Procedure.

a. Initial Claim. Should the Executive or any Beneficiary fail to
receive any amount to which the Executive or Beneficiary  ("claimant")  believes
he/she is entitled, a claim may be filed. A claim for benefits shall be filed by
the  claimant  by  written  communication  that is made by the  claimant  or the
claimant's authorized  representative that is reasonably calculated to bring the
claim to the attention of the Company.

If a claim is  wholly  or  partially  denied,  a  written  notice of the
decision  shall be  furnished  to the claimant by the Company or its designee no
more than  ninety  (90) days  after  receipt of the claim,  which  notice  shall
include the following information:

1.     The specific reason or reasons for the denial;

2.     Specific  reference to the pertinent  provisions of
the Plan upon which the denial is based;

3.     A  description  of  any   additional   material  or
information  necessary  for the claimant to perfect the claim and
an  explanation of why such material or information is necessary;
and

4.     An  explanation  of the claim review  procedures as
outlined in the Plan.

b.     Claim Appeal. In order that a claimant may appeal a denial
of a claim, a claimant or his duly authorized representative:

1.     may   request  a  review  by  written   application
submitted  to the Company or its  designee not later than 60 days
after receipt by the claimant of written  notification  of denial
of a claim;

2.     may review pertinent documents; and

3.     may submit issues and comments in writing.

-13-

A decision  on review of a denied  claim shall be made not later than 60
days after receipt of a request for review, unless special circumstances require
an extension of time for processing,  in which case a decision shall be rendered
within a reasonable period of time, but not later than 120 days after receipt of
a request  for  review.  The  decision  on review  shall be in writing and shall
include the specific reason(s) for the decision and the specific reference(s) to
the pertinent provisions of the Plan on which the decision is based.

15. Non-Competition.  In order to be eligible for payment of any amounts
from an Executive"s  Deferred  Compensation Account of Match Funds, a Terminated
Executive  must  not  compete  or  engage  in  competition   with  the  Company.
"Terminated  Executive" means an Executive who has terminated his/her employment
with the Company for any reason.  If a Terminated  Executive  complies with this
Section,  a  terminated   Executive  shall  be  deemed  to  have  complied  with
non-competition requirements of the Plan.

a. A  Terminated  Executive  shall not and will use his/her  best
efforts to ensure that agents or others under his/her  control do not,  disclose
the Company's proprietary and confidential  information to any person or entity,
unless the information has been made public or has been made generally available
otherwise  than by such  Terminated  Executive"s  breach of his duties under the
Plan or such  proprietary  or  confidential  information  is otherwise no longer
confidential or proprietary.  Confidential or proprietary information shall mean
confidential aspects of the Company"s  relationship with its customers;  Company
files, records, reports, information systems and other information that it deems
to be proprietary and confidential  including,  but not limited to,  information
concerning  finance,  manufacturing,  business  strategy  and plans,  marketing,
profit margins,  pricing,  management information systems and computer programs,
and trade secrets.

-14-

b. The Terminated Executive shall not seek to hire or directly or
indirectly solicit any employee to terminate such employee's employment with the
Company or assist any other person or entity in attempting to hire or hiring any
employee of the Company; or

c. The  Terminated  Executive  shall not interfere with or impede
Company's   relationships   with  customers,   suppliers  or  vendors,   lending
institutions, lessors and governmental entities; or

d.  For  a  period  of  two  years   from  the  date  of  his/her
termination,  the Terminated  Executive shall not enter into or join a competing
business,  or endeavor  as an  employee  individual,  partner,  joint  venturer,
independent  contractor,  officer or director that would  directly or indirectly
compete with the Company within 150 miles of the Company  offices in Utah, or in
any other state or country in which the Company has an office.

e. In the event of litigation of any breach of this Section 15 by
a Terminated Executive, the two year time period shall be tolled, except that if
following  termination,   the  Terminated  Executive  does  not  engage  in  the
activities proscribed in this Section 15, no tolling shall occur.

f. In the event of breach of the non  competition  provisions  of
this Section 15, then the Terminated Executive shall forfeit all right title and
interest to any Match Funds that he/she may have.

16. Disclaimer.   The Company  intends that the Plan,  together with the
Deferral  Agreement,  shall establish a plan deferred of compensation.  However,
the Company makes no  representation  or warranty of any nature or kind whatever
relative to the  binding  nature of the Plan  (except as regards  the  Company's
obligations  specified  hereunder)  with  respect  to any  law,  statute,  rule,

-15-

regulation, decree or like determination and, specifically,  without limitation,
the Company disclaims any warranty or  representation  regarding the validity of
the Plan or the purpose intended hereunder with regard to any section of any tax
code,  law,  regulation,  ruling,  statute or decree of any taxing entity of the
United  States  Government or of any of its  individual  states  (including  the
District of Columbia) or subdivisions thereof.

17. Binding  Agreement.  The Plan shall be a binding  agreement upon and
inure to the  benefit of the  Company,  its  successors  and assigns  and,  upon
adoption by the Executive  through execution of a Deferral  Agreement,  the Plan
shall be a binding  agreement  upon the  Executive  and  his/her  Beneficiaries,
heirs, executors, administrators and legal representatives.

18. Applicable  Law. The Plan shall be construed in accordance  with and
governed by applicable federal laws and the laws of Utah.

IN WITNESS  WHEREOF,  the Company has executed the Plan  effective as of
the date written above.

"COMPANY"

Merit Medical Systems, Inc.

By
----------------------------------
Title
-------------------------------
-16-

2000

ANNUAL

REPORT

MERIT MEDICAL SYSTEMS, INC.

Table of Contents
-----------------

Presidents's Letter

Products & Technology

Management's Discussion & Analysis

Financial Information

Corporate Information

Year Ended December 3 1 ,
---------------------------------------------------------------------------------------------------                  
2000           1999          1998           1997          1996
---------------------------------------------------------------------------------------------------                  

Operating Data:
Net Sales                    $91,477,512   $77,959,576    $68,377,357    $60,579,011    $50,455,766
Gross profit                  30,624,053    30,041,761     25,943,484     22,812,895     21,136,149
Income before income taxes       773,845     4,761,429      4,290,346      1,775,516      3,630,152
Net income                       826,557     3,225,590      2,451,159        797,532      2,162,608
Net income per share               $0.11         $0.43          $0.33          $0.11          $0.31
Weighted average shares
outstanding (diluted)     7,860,905     7,565,673      7,488,225      7,369,668      7,051,911
Balance Sheet Data:
Working capital              $32,447,007   $33,933,698    $15,779,725    $14,737,971    $12,761,211
Total assets                  71,446,631    72,360,469     50,664,786     45,269,678     41,718,553
Long-term debt                24,011,778    27,817,308      3,388,835      3,913,686      4,822,126
Stockholders' equity         $34,772,702   $32,690,136    $29,086,368    $25,802,149    $22,487,123

ABOUT THE COVER

Merit Medical has emerged from a difficult year in 2000 into a very bright
positive operating and safe environment. Small-cap health care stocks appear to
be favorably positioned as an anti-recession vehicle.

Corporate Headquarters
Merit Medical Systems, Inc.
1600 West Merit Parkway
South Jordan, Utah 84095
801-253-1600
www.merit.com

PRESIDENT'S LETTER

Dear Fellow Shareholders:

2000 was the worst of times and it was the best of times. I could spend
a great deal of time in this report analyzing our lower results,  but I think we
have done that  sufficiently  during the year.  As discussed  in our  conference
calls, news releases and quarterly reports,  our expectations for sales were too
high, we built too much inventory, and we were too highly staffed, which created
operating inefficiencies.  Indeed, our revenues experienced a 17 percent gain to
$91.45  million in 2000 from $77.96  million in 1999,  and we saw good growth in
several of our product lines. These included inflation devices,  which grew by 7
percent;  catheters,  which grew by 174 percent; and stand-alone products (those
not sold in kits), which grew by 24 percent.

The costs  associated with higher  inventories,  including debt service
and inventory  management  issues,  resulted in much lower profits for Merit. In
addition, one of our large customers ceased business operations,  resulting in a
charge to our operating  income of $340,000,  or $0.03 per share. Net income was
$827,000, or $0.11 per share, compared with $3.23 million, or $0.43 per share in
1999. With these results behind us, I would like to focus on the future and what
we are doing to bring value to our  shareholders.  We have spent the entire year
improving efficiencies in operations while continuing to develop differentiating
products and build  sustainable  competitive  advantages  in each of our product
groups.  These  improvements are resulting in the dawn of a very successful year
for Merit in 2001.

REDEFINING OUR BUSINESS

We  made  tremendous   progress  in  re-evaluating  and  improving  the
processes  by  which we  conduct  our  business-including  labor,  overhead  and
materials.  Each one of these three broad categories of business  management was
redefined within the meaning of Merit's  corporate  philosophy and modified from
the top down.  In the first  quarter  of 2000,  we began to make  changes in our
manufacturing processes. Since that time, we have adopted an automated packaging
process,  standardized our labeling,  re-evaluated our packaging materials,  and
increased the efficiencies of product flow between facilities.  In addition,  in
order  to  help  drive  efficiencies  going  forward,  we  have  adopted  a new,
goal-oriented  employee  compensation  plan based on performance and cost-saving
achievement.
1

INCREASED PRODUCTIVITY

Within the labor and overhead  categories,  it was  determined  that in
order to rapidly  reduce  inventories,  product had to be built at a pace slower
than sales, which required a lower headcount. Therefore, we chose not to replace
hourly staff as they left the Company for other opportunities.  In addition,  in
June of last year, we made a decision to formally reduce our staff by 23 people,
mostly from middle management, which on an annualized basis will save Merit over
$1 million in labor and overhead costs each year.

The result of this gradual  reduction in our workforce  throughout  the
year was a headcount of 1030 at the end of 2000  compared  with 1270 in December
1999.  Averaging  the headcount  over the year,  the net reduction was 100 fewer
people  than in 1999,  which  yielded a  direct-labor  and  overhead  savings of
approximately  $1.4 million.  We  accomplished  this staff reduction while sales
increased by 17%.

This gradual  slowing in our workforce  numbers also  coincided  with a
drop in inventory by year's end of approximately $2.3 million,  and $1.3 million
of that was accomplished in the fourth quarter. Along with inventory reductions,
inventory  turns have begun to  increase  from 2.1 times in 1999 to 2.3 times in
2000. It is our goal this year to increase inventory turns to at least 2.7.

Once we began to see in the third quarter that our efforts in labor and
overhead were beginning to produce results,  we turned our attention to the ways
in which raw materials  were  purchased and our products  distributed.  First of
all,  we decided to change  our  approach  to the  Canadian  marketplace,  which
operates within a national health care system,  and we secured the services of a
distributor rather than using direct sales representatives.  This decision began
to yield immediate rewards that have continued through the beginning of 2001. We
have also greatly  strengthened our commitment to support and train not only our
domestic   sales  force  but  the   international   sales  force  and  worldwide
distributors  as well.  This  increased  effort should reward us with  increased
sales of our products going forward.

2

Another  area of emphasis is the  renegotiation  of  contracts  for raw
materials purchases. Due to continued pricing pressure on its products, Merit is
developing  new  partnerships  with its  vendors to reduce  costs and  implement
just-in-time  raw material  deliveries.  This program already is underway and is
beginning to show rewards.

OTHER COST-CUTTING MEASURES

A close scrutiny of our entire  organization has yielded many areas for
potential  cost  reduction.  For example,  even this annual  report was produced
differently,  saving over $5,000 from last year.  Last year as a result of lower
inventory  and  other  cost-related   savings,  we  were  able  to  reduce  debt
substantially, particularly in the fourth quarter. We made considerable progress
in this regard in 2000, and  particularly in the fourth quarter.  As of December
31,  2000,  the Company had reduced its  long-term  debt to $24 million from $31
million in August 2000.  Since the  beginning of 2001,  long-term  debt has been
reduced by an additional $4 million.  Merit's  strategy to reduce long-term debt
will result in less business risk,  increased  available capital for growth, and
lower interest costs.  It is our strategy to continue to reduce our debt,  which
will have an immediate and long-lasting impact on the value of the company.

ALLIANCES AND PARTNERSHIPS

We  are  conducting  our  business  in  a  highly   competitive  arena,
particularly  in  terms of  pricing.  Device  manufacturers  have  continued  to
experience  pressure  from managed care buying  groups to reduce  prices,  while
attempting  to  maintain  margins.  Changes  we made last  year such as  greater
efficiencies in manufacturing, materials purchasing and handling, and reductions
in inventory and headcount will have a positive impact on our financial  results
in 2001. We believe that  substantial  annual savings are still available in the
cost-of-sales area, which will help continue to increase our gross margins.

Last year we also made some new  product  decisions  that  should be of
tremendous  value  going  forward.  During  the  year we took on a  distribution
agreement for the  PercuStay(R),  a drainage catheter  fastening device;  and we
signed  licensing  agreements  on  the  Arrowood  patent  for  a  radial  artery
compression  device and with  Specialized  Medical to  manufacture  and market a
safety needle.  We are one of only a few companies that will offer a needle with
safety features to prevent  inadvertent needle punctures,  which was mandated in
November 2000 by the Needlestick Safety and Prevention Act.

In  addition  to  new  distribution  and  development  agreements,   we
introduced several new products that add to Merit's offering: a complete line of
vessel-sizing  catheters used in radiology procedures to repair damaged arteries
3

and veins; an 8ml syringe for contrast media injection;  a new hemostasis valve,
the Inspector(R); the ShortStop(R), a temporary sharps holder; and our new DeVos
manifold  with a  proprietary,  integral  flow-control  valve.  Sales  of  these
products  did well and  helped  provide  us with the  solid  revenue  growth  we
sustained during the year, particularly the new vessel-sizing  catheters,  which
are discussed in the Product and Technology section.

We  have   accomplished  all  the  above  in  a  marketplace  that  has
accelerated its demands for cost cutting and productivity,  while that market is
growing  only by  modest,  single-digit  rates.  Merit has built an  outstanding
reputation with its customers,  based on quality  products and customer  service
that  benefit  the  treatment  of  patients.  With new,  innovative  products in
development, we believe we are addressing both physician and patient needs in an
ever-changing environment.

To this point,  value to the shareholders has been missing at the level
we believe is possible. However, we beleive that our projects this year, as well
as all the internal  improvements we have made, will yield  outstanding value in
terms of financial  performance.  Already, as I write this letter to you, we are
for the first few months of the year  consistently  ahead of plan,  which  bodes
well for the prospects of this year. We can't anticipate every problem; however,
the  momentum we are gaining  should be more than  sufficient  to overcome  most
obstacles.  Merit is a much  stronger,  leaner  company than it was last year at
this time,  and we are still making  adjustments  to all areas of our  corporate
structure as the need arises.

The future for Merit Medical is bright.  Many  opportunities for growth
exist despite adverse conditions in the marketplace. It was an unfortunate year;
but looking forward,  I believe we will be able to say in the next year's annual
report that it was a good year. I sincerely  appreciate the faith,  patience and
loyalty you, as shareholders,  have had in Merit these last several years. It is
with  great  enthusiasm  that our  entire  organization  and I look  forward  to
bringing Merit to its full potential in 2001.

Best personal regards,

/s/ Fred P. Lampropoulos  
------------------------
Fred P. Lampropoulos
Chairman and Chief Executive Officer
4

PRODUCTS AND TECHNOLOGY

DIAGNOSTIC CATHETERS

Merit  Medical has  completed its first full year of marketing the line
of diagnostic  radiology and cardiology  catheters it acquired from Mallinckrodt
Inc. in mid-1999.  These types of catheters  are used by hospitals  worldwide to
perform  angiograms.  There  are  approximately  8  million  of these  essential
procedures performed each year worldwide, representing a market of approximately
$7 billion. Diagnostic angiography catheters continue to be the tool most widely
used by physicians in the diagnosis of patients with vascular disease.

An angiogram  involves the injection of radiopaque  fluid,  or contrast
media, into a patient's artery or vein. A picture from an X-ray machine called a
fluoroscope  is taken of a  location  within  the  blood  vessel,  and a skilled
physician then can determine the nature, severity and precise location of plaque
deposits, blockages, aneurysms, and other abnormalities.

The standard  method for inserting  these long, thin catheters has been
through a puncture made in the patient's  femoral  artery,  located in the groin
area.  The  catheter is threaded  up through the  vascular  system to either the
heart or  another  area of the  body.  Within  the last few  years an  insertion
technique  through the radial artery in the wrist has become more popular.  This
is because  the opening  made is much  smaller  and  therefore  easier to close,
resulting in less blood loss, shorter hospital stay and faster recovery time for
the patient. As an adjunct to the radial procedure,  last year Merit secured the
licensing rights for a new product, the RadStat(R),  a radial artery compression
device.  Market research tests of the RadStat have provided positive feedback in
terms of stopping  bleeding from the wound after the procedure.  The RadStat was
introduced in early 2001. With margins  substantially  above corporate averages,
this new product should be a solid contributor to corporate profits.

The acquisition of the diagnostic catheter line enables Merit to expand
its capabilities and technological  know-how for catheter-related  projects such
as extrusion,  tipping, catheter coating, wire braiding, and other technologies.
Areas  where the  Company  has  utilized  this new  technology  include  pigtail
angiography catheters for both adults and infants; pericardiocentesis catheters,
which drain excess fluid from around a patient's heart; vessel-sizing catheters,
which help  physicians  diagnose and repair damaged blood vessels;  and drainage
catheters.
5

Merit's sales of its diagnostic  catheters have been  encouraging  this
last year. In this competitive market,  Merit has deemed it necessary to improve
the quality of this product line in order to grow its  business.  A  substantial
portion of Merit's  research  and  development  efforts this past year have been
focused on these improvements,  which should appear in the marketplace  sometime
in mid-2001.  All of Merit's  know-how,  together  with its already  substantial
abilities in  catheter-related  areas,  is being  combined  into a new Center of
Excellence for catheter technology located in our Angleton,  Texas facility.  We
expect  this will  result  in  greater  manufacturing  efficiencies  and  higher
corporate profits.

VESSEL-SIZING CATHETERS

Leveraging off its catheter expertise, last year Merit Medical launched
a new line of  catheters  used to measure the  internal  diameter  and length of
either an  artery  or vein.  Vessel-sizing  catheters  are used in a variety  of
procedures, including angioplasty, embolization, abdominal aortic aneurysm (AAA)
grafts,  and vena cava filter  placements.  It is estimated  that the  worldwide
market  potential for these  catheters is in excess of $5 million per year,  and
growing rapidly.

These  catheters  have special  marker bands that are spaced at a known
distance  apart to enable  physicians  to calculate  the vessel size.  With this
critical  information,  the physician can determine what size of vascular graft,
venous filter or other treatment is needed.  A precise  measurement is necessary
in order  that the graft or filter  fits well to  prevent  migration  toward the
heart or into other areas of the body.

The AAA  stent-graft  market is growing very rapidly,  due primarily to
the September  1999 approval of this  minimally  invasive  procedure by the U.S.
Food & Drug  Administration.  In the fourth  quarter,  Merit  introduced its new
20-band vessel-sizing  catheter used specifically for measuring the aorta during
a AAA  stent-graft  procedure.  IMS sales  data  suggests  that Merit is now the
market  leader  in the  20-band  catheter  market  used  primarily  for  the AAA
stent-graft  procedure.  The 20-band catheter has decided  advantages over other
catheters,  such  as its  high  radiopacity,  making  it  easier  to  see  under
fluoroscopy,  a very smooth  transition  from the catheter  body to the platinum
bands, as well as a highly kink-resistant catheter body.
6

Prior  to  approval  for  this  procedure,  physicians  had to  perform
open-abdominal surgery to remove a section of the diseased artery and replace it
with a man-made graft. Today, physicians can insert a catheter through an artery
or vein and measure it, insert a stent-graft or filter,  deploy the device,  and
withdraw  the  catheter.  Following a closure  procedure,  the  patient  usually
recovers within a few days, rather than a few weeks.

DIGITAL INFLATION TECHNOLOGY

Merit  believes  in  product   innovations   that   contribute  to  the
physician's  skill and improve clinical  outcome.  Innovation and new technology
adds to existing  clinical  potential,  and expands it into new dimensions  once
thought  impossible.  Last year,  Merit  introduced  a new  standard  in digital
technology  with  the   IntelliSystem(R)  II  monitor,   inflation  devices  and
accessories.

There are  approximately  2  million  angioplasty  and stent  placement
procedures  performed  each year  worldwide.  Merit has achieved and sustained a
world  market  leadership  in balloon  inflation  devices  and  accessories  for
angioplasty and stent placement by adapting its technology to physician  demand.
In order to continue the growth of Merit's core inflation business, it developed
a more sophisticated, digital technology for measuring inflation pressures.

The patented IntelliSystem II color monitor is the most advanced on the
market and gives physicians several highly desirable options.  For example,  its
large touch  screen and display  readout  make it possible  for  everyone in the
clinical  setting  to know at a glance  how the  patient  is  responding  to the
procedure.  The screen also instantly  displays positive or negative pressure by
changing  color,  and the user can choose to enlarge the graphing  capability to
observe extremely subtle changes in pressure measurements.  The IntelliSystem II
enhances global  flexibility by enabling the user to manually select the monitor
to display in four different languages.

As the product life cycle for the  inflation  device has matured,  this
highly sensitive  display monitor has enhanced sales by opening up new realms of
use by physicians.  For example,  in 1999 physicians in pain clinics began using
Merit's inflation devices for a diagnostic spinal procedure called  discography,
causing sales for inflation  devices used in  discography to double from 1999 to
2000. In addition,  other physicians use Merit's inflation device to inflate and
measure  pressure in a tiny balloon to treat a painful  facial  disorder  called
trigeminal nerve compression.
7

Merit is the only company that has digital technology  sensitive enough
to show  the  minute  changes  going on in these  procedures.  Merit's  sales of
inflation  devices have grown  steadily  over the last two years due to expanded
physician  acceptance and use. The increased use of drug-coated stents to reduce
restenosis  (re-closure of the artery) is also  contributing to growth rates for
Merit's digital technology.

SAFETY PRODUCTS

Merit Medical is committed to improving  safety in the clinical setting
by  designing  medical  products  that  minimize  errors  and  the  exposure  of
healthcare  workers to "sharps"  (needles,  scalpels and other sharp tools), and
the associated  vulnerability to blood and blood-borne  pathogens.  Syringes and
needles  need to be  handled  with  extreme  caution  to avoid  accidental  skin
puncture, aerosol generation, or inadvertent medication errors.

In the past few  years as the  awareness  of the  potential  danger  of
blood-borne  pathogens and the safety of both clinicians and patients has become
more  apparent,  Merit Medical has responded to customer  needs by launching new
products that address  specific  safety  concerns.  Merit's safety products have
experienced  double-digit sales growth over the past year,  confirming  customer
acceptance.

SAFETY NEEDLE

In November 1999, OSHA issued a compliance directive that "mandates the
use of safer  medical  devices to help  reduce  needle  sticks and other  sharps
injuries." The Needle Stick Safety and Prevention Act was passed  unanimously by
Congress and signed by President  Clinton on November 6, 2000  (published in the
Federal Register in January 2001, and effective April 2001). As mandated by this
Act, OSHA has revised its blood-borne pathogens standard to clarify the need for
employers to select safer needle devices as they become available and to involve
employees in identifying and choosing the devices.

In the first  quarter  of 2001,  Merit  signed an  exclusive  worldwide
agreement with Specialized Health Products to manufacture and sell safety needle
devices for  angiographic  guide wire  introducers.  The new safety  needles are
being developed in response to the Needlestick  Safety and Prevention Act. There

8

are more than 5  million  unprotected  angiography  needles  used in the  United
States  each year and  approximately  5 million  more for the rest of the world.
Merit  believes  the new safety  device  will more than double the volume of its
needle sales.

ShortStop(R) Temporary Sharps Container

The  ShortStop  is  a  small,   adhesive-based   container   that  fits
unobtrusively  on the back table in a clinical lab. It is used for the temporary
containment  of needles and other  sharps and provides a viable  alternative  to
minimize the  potential of  inadvertent  needle  sticks.  Merit's  sales of this
device grew 45 percent in 2000.

MEDALLION:  COLOR-CODED AND PRINTED SYRINGE

In response to the growing  concern of  medication  errors,  one of the
first products Merit  introduced was the Medallion  color-coded  syringe.  These
perfectly clear,  colorful  syringes have the name of the medication  printed on
the barrel to minimize medication errors in the clinical setting.  Additionally,
physicians  can  color-code  their  medications  to further  prevent  medication
errors. The Merit Medallion syringe is a cost-effective product for those health
care workers who value safety.  Merit's sales of this syringe grew by 14 percent
in 2000.

MERIT DISPOSAL DEPOT (MDD):  CLOSED-WASTE MANAGEMENT SYSTEM

Merit's disposal depots are totally closed-fluid systems that transport
waste  away  from  the  patient  procedure  in a safe,  convenient  way.  OSHA's
"Occupational  Exposure  to  Blood-Borne  Pathogens  Standard"  was  designed to
protect  approximately  6 million  workers in the health care and related fields
from the risk of exposure to blood-borne  pathogens,  such as HIV and hepatitis.
Handling and manipulation of blood and other biological  fluids requires the use
of  precautionary  measures.  The MDD closed-waste  system is a  cost-effective,
simple way to satisfy OSHA  guidelines  in managing  blood waste.  Sales of this
product grew 10 percent in 2000.

BACKSTOP:  COVERED WASTE BASIN

An  additional  OSHA  standard   states,   "All  procedures   involving
infectious  material  shall  be  performed  in  such  a  manner  as to  minimize
splashing, spraying and splattering of droplets of these substances." The unique
design of Merit's Backstop reduces the risk of blood  splattering  commonly seen
in  traditional  open bowls used on the back tables of radiology and  cardiology
labs. Sales of the BackStop grew by 13% in 2000.
9

MBA HEMOSTASIS VALVE

In 1999 Merit  introduced a unique  hemostasis  valve,  the MBA,  which
reduces  blood loss to just a few drops  during  exchange  of  catheters,  guide
wires, and other tools used during diagnostic and interventional procedures such
as angiography  and  angioplasty.  Standard  hemostasis  valves,  when opened to
insert a catheter or other instrument, allow free blood flow, causing occasional
severe patient blood loss and unnecessary  exposure to blood-borne  pathogens by
the  clinicians.  Introduced in 2000, the sales of Merit's MBA valve expanded on
an annualized basis by 83%.

DRAINAGE PRODUCTS

Leveraging off Merit's existing catheter  technology and know-how,  the
Company  has been  investing  heavily  the past  year in a new line of  drainage
products. In particular,  Merit signed a licensing agreement with Derma Sciences
for the PercuStay and related catheter  fastening devices which Merit introduced
in the third  quarter of last year.  The  drainage  line also  includes  the MDD
disposal  bag that is discussed  above in the Safety  Products  section,  a 60cc
VacLok  syringe,  a  large-bore  stopcock and the  flagship  product,  a line of
drainage  catheters.  Many of these  products  were  introduced  in 2000,  while
others, like the catheter line, remain in the development cycle for introduction
later this year or 2002.  These products  address a market size of approximately
$90 million worldwide annually,  and the catheter line should provide Merit with
considerable growth in the years ahead.

Merit's investments in new product  development,  product  acquisitions
and licensing  agreements  have created a favorable  opportunity for growth this
year and next. Merit is rapidly becoming the world leader in ancillary  products
for diagnostic  procedures in cardiology and radiology  laboratories  around the
country.  The advent of new stenting  techniques and the aging  population  will
continue to drive the sale of Merit's products in the years to come.
10

CORPORATE INFORMATION

EXECUTIVE OFFICERS                                        ANNUAL MEETING All shareholders are invited 
Fred P. Lampropoulos                                      to offend our Annual Meeting on       
Chairman, President/Chief Executive Officer               Wednesday, May 23, 2001 at 3:00 p.m. at 
the Company's corporate offices in South  
Jordan, Utah.                                          

Kent W. Stanger                                           STOCK TRANSFER AGENT/REGISTRAR     
Secretary-Treasurer, Chief Financial Officer              Zions First National Bank          
Stock Transfer Department          
Leigh Weintraub                                           P. 0. Box 30880                    
Chief Operating Officer                                   Salt Lake City, Utah 84130         

Brian L. Ferrand
Vice President, Sales
PRIMARY MARKET MAKERS     
Sherwood Securities, Inc Dougherty & Co., Inc.            Piper Jaffray Cos., Inc.     Spear, Leeds & Kellogg
Knight Securities L.P.       Wilson-Davis & Co., Inc.
BOARD OF DIRECTORS                                        Dain Rauscher, Inc.          Investec Ernst & Company
Schwab Capital Markets       Olsen Payne & Company 
Fred P. Lampropoulos                                      Herzog, Heine, Geduld, Inc.  Sutro & Co., Inc.
Chairman, President/Chief Executive Officer               Sherwood Securities, Inc.    Wien Securities Corp.

Kent W. Stanger                                           MARKET INFORMATION The Company's common 
Secretary-Treasurer, Chief Financial Officer              stock is traded on the NASDAQ National   
Market System under the symbol "MMSL" As of                
Rex C. Bean, Private Investor                             December 31, 2000, there were 7,788,208 
Ogden, Utah                                               shares of common stock outstanding. The  
following chart sets forth the high and 
Richard W. Edelman                                        low closing sale prices for the          
Managing Director and Dallas Branch Manager               Company's common stock for the last two years:                        
Sanders Morris Harris                                     
Dallas, Texas                                

James J. Ellis, Managing Partner             
EIlis/Rosier & Associates                    
Dallas, Texas                                

11

High             Low
2000            
Michael E. Stillabower, M.D.                                      First Quarter         $11.00          $6.69  
Chief, Cardiology, Christiana Care Health Systems;                Second Quarter         10.13           4.00 
Member, Cardiology Consultants PA                                 Third Quarter           6.88           5.38  
Wilmington, Delaware                                              Fourth Quarter          7.00           5.50  

CORPORATE OFFICES                                                 1999                                                          
Merit Medical Systems In                                          First Quarter         $ 6.88           5.00 
1600 West Merit Parkwa                                          Second Quarter          6.00           4.75  
South Jordan, Utah 84095                                          Third Quarter           8.50           4.75  
(801) 253-1600                                                    Fourth Quarter          7.63           5.88

INDEPENDENT ACCOUNTANTS                                           As of March 30, 2001, the Company had                 
Deloitte & Touche LLP                                             approximately 200 shareholders of record,
Salt Lake City, Utah                                              not including shareholders whose shares  
are held in securities position         
LEGAL COUNSEL                                                     listings.                                
Parr Waddoups Brown Gee & Loveless                                                            
Securities/General Counsel                                       The Company has never declared or paid                           
Workman, Nydegger & Jensen                                        any cash dividends on its common stock.                 
Patent Counsel                                                    The Company intends to retain any earnings              
for use in its business and does not anticipate paying 
FORM 10-K Merit Medical Systems, Inc.                             any cash dividends in the foreseeable future.           
filed an annual report on Form 10K with                                                                   
the Securities and Exchange Commission                            INVESTOR RELATIONS CONTACT Nancy Schultz,            
for the fiscal year ended December 31,                            Director, Corporate Communications (801) 253-1600   
2000. A copy may be obtained by written                           
request from Kent W. Stanger, Secretary,                          FOR MORE INFORMATION, CONTACT Kent W. Stanger, Chief         
at the Company's offices.                                         Financial Officer Merit Medical Systems, Inc. (801) 253-1600 

12

INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation  by reference in  Registration  Statement  Nos.
33-48227,  33-46964,  33-10509,  and 333-92053 of Merit Medical Systems, Inc. on
Form S-8 of our report dated February 23, 2001,  appearing in this Annual Report
on Form 10-K of Merit  Medical  Systems,  Inc.  for the year ended  December 31,
2000.

Our audits of the financial statements referred to in our aforementioned  report
also included the financial  statement schedule of Merit Medical Systems,  Inc.,
listed in Item 14. This financial  statement  schedule is the  responsibility of
the Company's  management.  Our responsibility is to express an opinion based on
our audits. In our opinion,  such financial statement schedule,  when considered
in relation to the basic financial statements taken as a whole,  presents fairly
in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP
-------------------------
DELOITTE & TOUCHE LLP

Salt Lake City, Utah
March 29, 2001