Silverleaf Resorts 8-K Silverleaf Resorts, Inc. Reports Third Quarter 2007 Results and Outlook for FYE 2008

Ex 99.1

Silverleaf Resorts, Inc. Reports Third Quarter 2007 Results and Outlook for FYE 2008

Vacation Interval Sales for the Quarter Increased 23.1%

Net Income Improved 40.5% to $8.5 Million

DALLAS--(BUSINESS WIRE)—October 30, 2007 --- Silverleaf Resorts, Inc. (Nasdaq: SVLF) today announced its financial results for the three and nine month periods ended September 30, 2007.

Financial highlights for the third quarter 2007:

· Vacation Interval sales increased 23.1% to $63.3 million

· Net income improved 40.5% to $8.5 million

· Diluted earnings per share increased to $0.22

Sharon K. Brayfield, President, commented: “We are very pleased with our operating results for the third quarter of 2007 compared to 2006 as we continue to execute on our business strategy despite perceived weaknesses in general economic conditions.  Our encouraging results thus far, particularly the increase in Vacation Interval sales, should allow us to meet our 2007 net income guidance of $27.5 to $28.5 million. Recent disruption in the capital markets has had no impact on our business as we have adequate credit facilities in place.  Furthermore, we are issuing net income guidance for 2008 in the range of $32.0 to $33.0 million.”

2007 Third Quarter Results

Vacation Interval sales increased 23.1% to $63.3 million during the third quarter of 2007 compared to $51.4 million in the prior-year period. Vacation Interval sales to new customers increased 12.0% to $25.1 million. Vacation Interval sales to existing customers increased 31.7% to $38.2 million.

Total revenue for the third quarter of 2007 increased 20.4% to $67.5 million compared to $56.1 million in the third quarter of 2006.

Sales and marketing expense decreased to 49.3% of Vacation Interval sales for the third quarter of 2007 compared to 50.3% in the prior-year period. The $5.3 million increase in sales and marketing expense is primarily attributable to our increased volume of Vacation Interval sales, as well as increased costs related to new and existing promotional programs used to generate tours.

Net income for the quarter ended September 30, 2007 increased to $8.5 million, or $0.22 per diluted share compared to net income of $6.0 million, or $0.15 per diluted share for the quarter ended September 30, 2006. This represents a 46.7% improvement in earnings per fully diluted share.

2007 Year-to-Date Results

Vacation Interval sales increased 23.8% to $175.2 million during the first nine months of 2007 compared to $141.5 million in the prior-year period. Vacation Interval sales to new customers increased 10.8% to $71.3 million. Vacation Interval sales to existing customers increased 34.7% to $104.0 million.

Total revenue for the first nine months of 2007 increased 22.9% to $190.2 million compared to $154.8 million in the first nine months of 2006.

Sales and marketing expense increased to 50.1% of Vacation Interval sales in the first nine months of 2007 compared to 48.4% in the prior-year period. The $19.3 million increase in sales and marketing expense is primarily attributable to our increased volume of Vacation Interval sales, as well as increased costs related to new and existing promotional programs used to generate tours.

Net income for the nine months ended September 30, 2007 increased to $22.8 million, or $0.58 per diluted share compared to net income of $19.0 million, or $0.48 per diluted share for the nine months ended September 30, 2006.

Balance Sheet

Our notes receivable and revolving debt balances as of September 30, 2007 have increased in accordance with our increased Vacation Interval sales, as compared to the balances as of December 31, 2006. At September 30, 2007, our senior credit facilities provided for loans of up to $520.2 million, of which $234.7 million is available for future advances. Expansion at our existing resorts, including construction of lodging units, additional amenities, and other assets resulted in a $20.5 million net increase in our inventories.

Outlook

We are maintaining our full-year 2007 guidance of net income between $27.5 million and $28.5 million which represents a 20% to 24% increase over full-year 2006 results.

For 2008, the Company is establishing net income guidance in the range of $32.0 million to $33.0 million. We anticipate our 2008 net income growth to be more heavily weighted in the last three quarters.

Conference Call

The Company plans to host a conference call and Webcast to review these results at 9:00 a.m. Eastern Time on Wednesday, October 31, 2007.

To access the conference call, please dial (800) 374-0113 in the U.S. or (706) 758-9607 internationally. To listen to the simultaneous Webcast, please visit the “investor relations” section of the Company’s Web site (www.silverleafresorts.com).

For those unable to access the live conference, there will be an audio replay available from October 31, 2007, approximately two hours after the live call ends through November 14, 2007. To listen to the audio replay, please dial (800) 642-1687 in the U.S. or (706) 645-9291 internationally and use the following replay pin code: 21585665.  A replay of the live conference will also be available in the “investor relations” section of the Company’s Web site (www.silverleafresorts.com) approximately two hours after the live call ends through November 30, 2007.

About Silverleaf Resorts

Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns and operates timeshare resorts with a wide array of country club-like amenities, such as golf, clubhouses, swimming, tennis, boating, and many organized activities for children and adults. For additional information, please visit www.silverleafresorts.com.

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 “Risk Factors” in the Company’s reports filed with the Securities and Exchange Commission, including the Company’s 2006 Annual Report on Form 10-K (pages 21 through 30 thereof) filed on March 16, 2007.

For more information or to visit our website, click here: http://www.b2i.us/irpass.asp?BzID=1358&Nav=0&S=0&L=1

Contacts:

Silverleaf Resorts, Inc., Dallas

Thomas J. Morris, 214-631-1166  x2218

or

Investor Relations @ ICR, Inc.

William R. Schmitt, 203-682-8200

or

Media @ ICR, Inc.

Alecia Pulman, 203-682-8259

SILVERLEAF RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Revenues:
Vacation Interval sales	$	63,293		$	51,414		$	175,235		$	141,516
Estimated uncollectible revenue		(11,076	)		(8,910	)		(28,989	)		(24,525	)
Net sales		52,217			42,504			146,246			116,991
Interest income		13,465			12,021			38,952			33,439
Management fee income		615			465			1,845			1,396
Other income		1,238			1,110			3,171			2,980
Total revenues		67,535			56,100			190,214			154,806
Costs and Operating Expenses:
Cost of Vacation Interval sales		5,215			6,069			16,668			14,986
Sales and marketing		31,203			25,880			87,794			68,535
Operating, general and administrative		10,099			7,958			28,002			23,329
Depreciation		873			627			2,589			1,750
Interest expense and lender fees		6,329			5,730			18,106			15,273
Total costs and operating expenses		53,719			46,264			153,159			123,873
Income before provision for income taxes		13,816			9,836			37,055			30,933
Provision for income taxes		(5,319	)		(3,787	)		(14,266	)		(11,909	)
Net income	$	8,497		$	6,049		$	22,789		$	19,024
Basic net income per share	$	0.22		$	0.16		$	0.60		$	0.51
Diluted net income per share	$	0.22		$	0.15		$	0.58		$	0.48
Weighted average basic common shares
outstanding		37,810,980			37,590,168			37,809,106			37,528,924
Weighted average diluted common shares
outstanding		39,432,691			39,233,579			39,407,049			39,232,479

SILVERLEAF RESORTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	September 30,		December 31,
ASSETS	2007		2006
	(Unaudited)
Cash and cash equivalents	$	11,196	$	11,450
Restricted cash		14,605		15,771
Notes receivable, net of allowance for uncollectible notes of $71,328 and $68,118, respectively		274,433		229,717
Accrued interest receivable		3,524		2,936
Investment in special purpose entity		8,527		13,008
Amounts due from affiliates		4,975		1,251
Inventories		168,230		147,759
Land, equipment, buildings, and leasehold improvements, net		35,943		28,040
Land held for sale		411		205
Prepaid and other assets		27,463		24,393
TOTAL ASSETS	$	549,307	$	474,530
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	20,121	$	14,192
Accrued interest payable		2,948		1,792
Amounts due to affiliates		-		246
Unearned Vacation Interval sales		352		-
Unearned samplers		7,393		6,245
Income taxes payable		486		163
Deferred income taxes		25,749		17,683
Notes payable and capital lease obligations		294,351		254,550
Senior subordinated notes		26,817		31,467
Total Liabilities		378,217		326,338
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, 37,818,154 and 37,808,154 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively		378		378
Additional paid-in capital		112,664		112,555
Retained earnings		58,048		35,259
Total Shareholders' Equity		171,090		148,192
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	549,307	$	474,530