Silverleaf Resorts 8-K Results of Operations and Financial Condition

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 EARNINGS FOR FIRST QUARTER ENDED
MARCH 31, 2005

     DALLAS, TEXAS. (May 13, 2005) -— Silverleaf Resorts, Inc. (OTC:SVLF) today announced its financial results for the quarter ended March 31, 2005.

     For the first quarter of 2005, net income was $2.5 million, or $0.06 per diluted share, on 39 million weighted average common and common equivalent shares outstanding. For the same period of 2004, Silverleaf reported net income of $2.3 million, or $0.06 per diluted share. Total revenue for the period was $42.1 million, as compared to $42.5 million during the first quarter of 2004. Vacation interval sales were $30.1 million for the first quarter of 2005, a $1.9 million decrease from vacation interval sales in the same period of 2004.

     Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns and operates 13 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 2004 Annual Report on Form 10-K (pages 19 through 27 thereof) filed on March 25, 2005.

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

	Three Months Ended
	March 31,
	2005			2004
Revenues:
Vacation Interval sales	$	30,137		$	31,987
Sampler sales		641			446
Total sales		30,778			32,433
Interest income		9,757			8,926
Management fee income		450			300
Gain on sales of notes receivable		669			426
Other income		426			392
Total revenues		42,080			42,477
Cost and Operating Expenses:
Cost of Vacation Interval sales		4,718			6,035
Sales and marketing		17,184			16,467
Provision for uncollectible notes		5,275			6,400
Operating, general and administrative		6,728			6,180
Depreciation and amortization		798			901
Interest expense and lender fees		4,385			4,282
Total costs and operating expenses		39,088			40,265
Income before benefit (provision) for income taxes and discontinued operations		2,992			2,212
Benefit (provision) for income taxes		(598	)		3
Net income from continuing operations		2,394			2,215
Discontinued Operations
Income from discontinued operations (net of taxes)		128			129
Net income	$	2,522		$	2,344
Basic income per share:
Net income from continuing operations	$	0.07		$	0.06
Income from discontinued operations	$	—		$	—
Net income	$	0.07		$	0.06
Diluted income per share:
Net income from continuing operations	$	0.06		$	0.06
Income from discontinued operations	$	—		$	—
Net income	$	0.06		$	0.06
Weighted average basic shares outstanding:		36,861,169			36,841,557
Weighted average diluted shares outstanding:		38,943,016			38,885,864

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

	March 31,			December 31,
	2005			2004
ASSETS
Cash and cash equivalents	$	8,359		$	10,935
Restricted cash		3,877			3,428
Notes receivable, net of allowance for uncollectible notes of $52,741 and $52,506, respectively		193,946			196,466
Accrued interest receivable		2,130			2,207
Investment in special purpose entity		3,702			5,173
Amounts due from affiliates		124			288
Inventories		112,691			109,303
Land, equipment, buildings, and utilities, net		11,777			24,375
Land held for sale		2,991			2,991
Prepaid and other assets		12,004			14,340
TOTAL ASSETS	$	351,601		$	369,506
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	9,012		$	7,980
Accrued interest payable		1,329			1,302
Amounts due to affiliates		1,253			929
Unearned revenues		5,736			4,634
Notes payable and capital lease obligations		195,392			218,310
Senior subordinated notes		34,883			34,883
Total Liabilities		247,605			268,038
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, 36,876,616 shares outstanding at March 31, 2005, and 36,860,238 shares outstanding at December 31, 2004		372			372
Additional paid-in capital		116,426			116,614
Retained deficit		(8,392	)		(10,914	)
Treasury stock, at cost, 372,390 shares at March 31, 2005 and 388,768 shares at December 31, 2004		(4,410	)		(4,604	)
Total Shareholders’ Equity		103,996			101,468
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	351,601		$	369,506