Silverleaf Resorts 8-K Financial statements and exhibits

Ex. 99.1

SILVERLEAF RESORTS, INC.
1221 River Bend Drive, Suite 120
Dallas, Texas 75247
(214) 631-1166

Contact:  Harry J. White, Jr.
Chief Financial Officer
(214) 631-1166

SILVERLEAF RESORTS, INC.
ANNOUNCES SECOND QUARTER RESULTS
AND LAND ACQUISITION IN MASSACHUSETTS

     DALLAS, TEXAS. (August 12, 2004) — Silverleaf Resorts, Inc. (OTC:SVLF) today announced financial results for its second quarter ended June 30, 2004.

     Total revenue for the second quarter of 2004 increased 10.2% to $48.9 million from $44.4 million in the second quarter of 2003. Vacation Interval sales increased $4.7 million, or 14.4% over the comparative prior year period.

     “Silverleaf continued to aggressively pursue sales to its existing customer base during the second quarter of 2004 which resulted in a significant increase in the number of sales of new Vacation Intervals to these owners,” said Robert E. Mead, Chairman and Chief Executive Officer. “The demand among our existing owners for additional Vacation Intervals is evidence of our continuing appeal to our customers of our various vacation products.”

     For the quarter ended June 30, 2004, net income was $3.1 million, or $0.08 per diluted share, on approximately 38.9 million weighted average common and common equivalent shares outstanding (“shares outstanding”), compared to a net income of $2.7 million, or $0.07 per diluted share, on approximately 37.1 million shares outstanding, for the quarter ended June 30, 2003.

     Silverleaf also announced that it has completed the acquisition of a 500-acre tract of land located on Route 7 in Berkshire County, Massachusetts. The 500-acre site, formerly known as the Brodie Mountain Ski Resort, is approximately 25 miles from Silverleaf’s existing Oak N’ Spruce Resort located in South Lee, Massachusetts. The property includes ski trails, ski lifts, a lodge, equipment rental shop, canteen, and restaurant. Silverleaf has not yet finalized its future development plans for the site. However, Silverleaf believes that the site is suitable for development as an additional timeshare resort. Preliminary indications are that the site would accommodate up to 324 units encompassing 16,848 one-week vacation intervals.

     Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns and operates 12 timeshare resorts in various stages of development. Silverleaf Resorts offer a wide array of country club-like amenities, such as golf, swimming, horseback riding, boating, and many organized activities for children and adults.

     This release contains certain forward-looking statements that involve risks and uncertainties and actual results may differ materially from those anticipated. The Company is subject to specific risks associated with the timeshare industry, the regulatory environment, and various economic factors. These risks and others are more fully discussed under the heading “Cautionary Statements” in the Company’s reports filed with the Securities and Exchange Commission, including the Company’s 2003 Annual Report on Form 10K (pages 22 through 30 thereof) filed on March 29, 2004.

SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2004			2003			2004			2003
Revenues:
Vacation Interval sales	$	37,144		$	32,480		$	69,131		$	61,037
Sampler sales		468			401			914			886
Total sales		37,612			32,881			70,045			61,923
Interest income		9,295			8,650			18,222			17,418
Management fee income		300			476			600			947
Gain on sales of notes receivable		154			898			580			2,832
Other income		1,542			1,463			2,561			2,670
Total revenues		48,903			44,368			92,008			85,790
Costs and Operating Expenses:
Cost of Vacation Interval sales		7,285			5,618			13,319			10,661
Sales and marketing		18,699			17,104			35,166			33,402
Provision for uncollectible notes		7,432			6,495			13,832			41,161
Operating, general and administrative		7,013			7,018			13,497			13,909
Depreciation and amortization		1,103			1,163			2,200			2,345
Interest expense and lender fees		4,294			4,221			8,576			8,628
Total costs and operating expenses		45,826			41,619			86,590			110,106
Other Income:
Gain on early extinguishment of debt		—			—			—			1,257
Total other income		—			—			—			1,257
Income (loss) before provision for income taxes		3,077			2,749			5,418			(23,059	)
Provision for income taxes		(25	)		(59	)		(23	)		(72	)
Net income (loss)	$	3,052		$	2,690		$	5,395		$	(23,131	)
Basic income (loss) per share:	$	0.08		$	0.07		$	0.15		$	(0.63	)
Diluted income (loss) per share:	$	0.08		$	0.07		$	0.14		$	(0.63	)
Weighted average basic shares outstanding:		36,846,319			36,826,906			36,843,938			36,826,906
Weighted average diluted shares outstanding:		38,935,602			37,143,564			38,905,570			36,826,906

SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(Unaudited)

	June 30,			December 31,
	2004			2003
ASSETS
Cash and cash equivalents	$	4,661		$	4,093
Restricted cash		3,652			1,624
Notes receivable, net of allowance for uncollectible notes of $54,310 and $48,372, respectively		198,364			193,379
Accrued interest receivable		2,208			2,169
Investment in Special Purpose Entity		6,921			6,053
Amounts due from affiliates		316			150
Inventories		98,560			101,399
Land, equipment, buildings, and utilities, net		26,001			27,488
Land held for sale		2,991			2,991
Prepaid and other assets		14,953			12,441
TOTAL ASSETS	$	358,627		$	351,787
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	7,363		$	6,705
Accrued interest payable		1,196			1,087
Amounts due to affiliates		1,579			656
Unearned revenues		4,540			3,712
Notes payable and capital lease obligations		215,379			215,337
Senior subordinated notes		35,466			36,591
Total Liabilities		265,523			264,088
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, 10,000,000 shares authorized, none issued and outstanding		—			—
Common stock, par value $0.01 per share, 100,000,000 shares authorized, 37,249,006 shares issued, 36,860,238 shares outstanding at June 30, 2004, and 36,826,906 shares outstanding at December 31, 2003		372			372
Additional paid-in capital		116,614			116,999
Retained deficit		(19,278	)		(24,673	)
Treasury stock, at cost, 388,768 shares at June 30, 2004 and 422,100 shares at December 31, 2003		(4,604	)		(4,999	)
Total Shareholders’ Equity		93,104			87,699
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	358,627		$	351,787