U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): MAY 8, 2003 EMERITUS CORPORATION (Exact name of registrant as specified in charter) WASHINGTON 1-14012 91-1605464 (State or other jurisdiction) (Commission File Number) (IRS Employer of incorporation) Identification No.) Raymond R. Brandstrom Vice President of Finance, Chief Financial Officer, and Secretary Emeritus Corporation 3131 Elliott Avenue, Suite 500 Seattle, Washington 98121 (Address of principal executive offices) (Zip Code) (206) 298-2909 (Registrant's telephone number, including area code) ITEM 9. REGULATION FD DISCLOSURE The information contained in this Item 9 of this Current Report on Form 8-K is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. All information in the press release is furnished but not filed. On May 8, 2003, the Registrant issued a press release entitled "EMERITUS REPORTS $1 MILLION IMPROVEMENT FOR FIRST QUARTER RESULTS". This press release is attached as exhibit 99.2.3 to the Registrant's quarterly report on Form 10-Q that was filed with the United State Securities and Exchange Commission on May 9, 2003. In the press release, the Registrant disclosed information related to income statement cash flows. Management believes that this information is useful for investors because it is an easily understood, simple, and widely-used estimate of the financial measure "Net cash provided by operating activities." In addition, management believes that the income statement cash flows for the first quarter are more reflective of the estimated yearly cash provided by (used in) operating activities, when viewed on a quarter-by-quarter basis, due to the relatively large sums invested in prepaid general, professional, liability, and workers' compensation insurance as of March 31, 2003, which will be amortized to expense over the remainder of the year. The table below shows the reconciliation between the Net cash provided by operating activities for the quarter ended March 31, 2003, as shown in the Condensed Consolidated Statements of Cash Flows and the "income statement cash flows" referred to in the press release: Net cash provided by operating activities . . . . $ 228 Add: Changes in operating assets and liabilities 1,176 Amortization of deferred gains . . . . . . 99 Deduct: Minority interests. . . . . . . . . . . . . . . . (50) ------- Income statement cash flow. . . . . . . . . . . . $1,453 ======= 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. EMERITUS CORPORATION By: /s/ Raymond R. Brandstrom ---------------------------- Raymond R. Brandstrom Vice President of Finance, Chief Financial Officer, and Secretary Dated: May 12, 2003 3