8-K

UNITED STATES
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: November 12, 2004

(Date of earliest event reported): November 12, 2004

Silverleaf Resorts, Inc.

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction of incorporation)

1-13003	75-2259890
(Commission File Number)	(IRS Employer Identification Number)
1221 River Bend Drive, Suite 120, Dallas, Texas	75247
(Address of principal executive offices)	(Zip Code)

214-631-1166

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN REPORT

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
	Exhibit Index
Press Release

Item 7.01 Regulation FD Disclosure

     Pursuant to Item 7.01, “Regulation FD Disclosure,” information is being furnished with respect to the Registrant’s press release issued November 12, 2004, announcing that the Registrant’s results of operation for the quarter ended September 30, 2004. A copy of the press release, issued on November 12, 2004 is furnished as Exhibit No. 99.1 to this Report on Form 8-K. The Registrant’s reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the registrant.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) The following are furnished as Exhibits to this Report:

Exhibit No.	Description
99.1	Press Release dated November 12, 2004 issued by the Registrant

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILVERLEAF RESORTS, INC.
Dated: November 12, 2004	By:	/S/ ROBERT E. MEAD
		Name:	Robert E. Mead
		Title:	Chairman and Chief Executive Officer

Dated: November 12, 2004	By:	/S/ HARRY J. WHITE, JR.
		Name:	Harry J. White, Jr.
		Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated November 12, 2004 issued by the Registrant

EX-99.1

Exhibit 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 THIRD QUARTER RESULTS

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

     Total revenue for the third quarter of 2004 increased 8.2% to $48.6 million from $44.9 million in the third quarter of 2003. Vacation interval sales increased $2.6 million, or 7.6%, over the third quarter of 2003. For the quarter ended September 30, 2004, net income was $4.0 million, or $0.10 per diluted share, on approximately 39 million weighted average common and common equivalent shares outstanding. For the 2003 third quarter, net income was $8.3 million, or $0.23 per diluted share, which included a $5.1 million gain ($0.14 per diluted share) on an early extinguishment of debt during the quarter.

     Earnings for the first nine months of 2004 were $9.4 million, or $0.24 per diluted share. For the comparable 2003 period, the Company reported a net loss of $14.8 million, or $0.40 per diluted share, as a result of a first quarter adjustment in 2003.

     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 10-K (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					Nine Months Ended
	September 30,					September 30,
	2004		2003			2004			2003
Revenues:
Vacation Interval sales	$	36,738	$	34,132		$	105,869		$	95,169
Sampler sales		571		389			1,485			1,275
Total sales		37,309		34,521			107,354			96,444
Interest income		9,354		8,570			27,575			25,988
Management fee income		300		300			900			1,247
Gain on sales of notes receivable		—		—			580			2,832
Other income		1,610		1,486			4,171			4,156
Total revenues		48,573		44,877			140,580			130,667
Costs and Operating Expenses:
Cost of Vacation Interval sales		6,166		5,871			19,485			16,531
Sales and marketing		18,477		16,654			53,643			50,056
Provision for uncollectible notes		7,348		6,827			21,180			47,988
Operating, general and administrative		6,908		7,378			20,405			21,288
Depreciation and amortization		1,074		1,116			3,273			3,461
Interest expense and lender fees		4,568		3,835			13,144			12,463
Total costs and operating expenses		44,541		41,681			131,130			151,787
Other Income:
Gain on early extinguishment of debt		—		5,118			—			6,376
Total other income		—		5,118			—			6,376
Income (loss) before provision for income taxes		4,032		8,314			9,450			(14,744	)
Provision for income taxes		—		(10	)		(23	)		(83	)
Net income (loss)	$	4,032	$	8,304		$	9,427		$	(14,827	)
Basic income (loss) per share:	$	0.11	$	0.23		$	0.26		$	(0.40	)
Diluted income (loss) per share:	$	0.10	$	0.23		$	0.24		$	(0.40	)
Weighted average basic shares outstanding:		36,860,238		36,826,906			36,849,411			36,826,906
Weighted average diluted shares outstanding:		38,954,815		36,826,906			38,922,668			36,826,906

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

	September 30,			December 31,
	2004			2003
ASSETS
Cash and cash equivalents	$	4,223		$	4,093
Restricted cash		2,994			1,624
Notes receivable, net of allowance for uncollectible notes of $55,172 and $48,372, respectively		205,073			193,379
Accrued interest receivable		2,337			2,169
Investment in Special Purpose Entity		5,441			6,053
Amounts due from affiliates		1,638			150
Inventories		101,650			101,399
Land, equipment, buildings, and utilities, net		25,160			27,488
Land held for sale		2,991			2,991
Prepaid and other assets		14,231			12,441
TOTAL ASSETS	$	365,738		$	351,787
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	7,642		$	6,705
Accrued interest payable		1,055			1,087
Amounts due to affiliates		1,323			656
Unearned revenues		4,736			3,712
Notes payable and capital lease obligations		218,963			215,337
Senior subordinated notes		34,883			36,591
Total Liabilities		268,602			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 September 30, 2004, and 36,826,906 shares outstanding at December 31, 2003		372			372
Additional paid-in capital		116,614			116,999
Retained deficit		(15,246	)		(24,673	)
Treasury stock, at cost, 388,768 shares at September 30, 2004 and 422,100 shares at December 31, 2003		(4,604	)		(4,999	)
Total Shareholders’ Equity		97,136			87,699
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	365,738		$	351,787