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: March 23, 2005

(Date of earliest event reported): March 18, 2005

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 below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

     The information in this item (including Exhibit 99.1) is being furnished pursuant to Item 9.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in the filing. On March 18, 2005, the Registrant issued a press release reporting earnings for the quarter and year ended December 31, 2004. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated March 18, 2005

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.

DATE: March 23, 2005	SILVERLEAF RESORTS, INC.
	By:	/s/ HARRY J. WHITE, JR.
	Name:	Harry J. White, Jr.
	Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Press Release dated March 18, 2005

EX-99.1

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 FOURTH QUARTER AND
YEAR ENDED DECEMBER 31, 2004

     DALLAS, TEXAS. (March 18, 2005) — Silverleaf Resorts, Inc. (OTC:SVLF) today announced its financial results for the quarter and year ended December 31, 2004.

     Total revenue for 2004 increased 9.5% to $183.7 million from $167.7 million in 2003. Vacation interval sales increased $14.5 million, or 11.7% over 2003. For 2004, net income was approximately $13.8 million, or $0.35 per diluted share, on approximately 39 million weighted average common and common equivalent shares outstanding. For 2003, Silverleaf reported a net loss of approximately $13.9 million, or $0.38 per diluted share, primarily as a result of a $28.7 million first quarter 2003 increase to the Company’s provision for uncollectible notes.

     For the quarter ended December 31, 2004, total revenue was $45.3 million, an increase of $6.2 million from the same period in 2003. Net income for the quarter was $4.3 million, or $0.11 per diluted share, compared to net income of $907,000, or $0.02 per diluted share, for the same period in 2003.

     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 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)

	Three Months Ended					Year Ended
	December 31,					December 31,
	2004		2003			2004			2003
Revenues:
Vacation Interval sales	$	32,177	$	28,416		$	138,046		$	123,585
Sampler sales		666		490			2,150			1,765
Total sales		32,843		28,906			140,196			125,350
Interest income		10,268		8,741			37,843			34,730
Management fee income		300		300			1,201			1,547
Gain on sales of notes receivable		1,335		374			1,915			3,205
Other income		511		747			2,522			2,834
Total revenues		45,257		39,068			183,677			167,666
Costs and Operating Expenses:
Cost of Vacation Interval sales		5,478		6,126			24,964			22,657
Sales and marketing		18,248		15,719			71,890			65,775
Provision for uncollectible notes		5,631		5,685			26,811			53,673
Operating, general and administrative		6,253		5,810			25,639			26,209
Depreciation and amortization		952		913			3,588			3,806
Interest expense and lender fees		4,484		4,089			17,627			16,550
Total costs and operating expenses		41,046		38,342			170,519			188,670
Other Income:
Gain on early extinguishment of debt		—		—			—			6,376
Total other income		—		—			—			6,376
Income (loss) before provision for income taxes and discontinued operations		4,211		726			13,158			(14,628	)
Provision for income taxes		—		(3	)		(23	)		(86	)
Net income (loss) from continuing operations		4,211		723			13,135			(14,714	)
Discontinued Operations:
Income from discontinued operations		121		184			624			794
Net income (loss):	$	4,332	$	907		$	13,759		$	(13,920	)
Net income (loss) per share — Basic:
Net income (loss) from continuing operations	$	0.12	$	0.02		$	0.35		$	(0.40	)
Income from discontinued operations		0.00		0.00			0.02			0.02
Net income (loss)	$	0.12	$	0.02		$	0.37		$	(0.38	)
Net income (loss) per share — Diluted:
Net income (loss) from continuing operations	$	0.11	$	0.02		$	0.33		$	(0.40	)
Income from discontinued operations		0.00		0.00			0.02			0.02
Net income (loss)	$	0.11	$	0.02		$	0.35		$	(0.38	)
Weighted average number of shares outstanding:
Basic		36,860,238		36,826,906			36,852,133			36,826,906
Diluted		39,015,786		37,955,099			38,947,854			36,826,906

SILVERLEAF RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31,			December 31,
ASSETS	2004			2003
Cash and cash equivalents	$	10,935		$	4,093
Restricted cash		3,428			1,624
Notes receivable, net of allowance for uncollectible notes of $52,506 and $48,372, respectively		196,466			193,379
Accrued interest receivable		2,207			2,169
Investment in Special Purpose Entity		5,173			6,053
Amounts due from affiliates		288			150
Inventories		109,303			101,399
Land, equipment, buildings, and utilities, net		24,375			27,488
Land held for sale		2,991			2,991
Prepaid and other assets		14,340			12,441
TOTAL ASSETS	$	369,506		$	351,787
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	7,980		$	6,705
Accrued interest payable		1,302			1,087
Amounts due to affiliates		929			656
Unearned revenues		4,634			3,712
Notes payable and capital lease obligations		218,310			215,337
Senior subordinated notes		34,883			36,591
Total Liabilities		268,038			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 December 31, 2004, and 36,826,906 shares outstanding at December 31, 2003		372			372
Additional paid-in capital		116,614			116,999
Retained deficit		(10,914	)		(24,673	)
Treasury stock, at cost, 388,768 shares at December 31, 2004 and 422,100 shares at December 31, 2003		(4,604	)		(4,999	)
Total Shareholders’ Equity		101,468			87,699
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	369,506		$	351,787