Silverleaf Resorts Reports Operating Net of $0.34 Beats First Call Consensus by $0.03 Per Share

Vacation Interval Sales Increase 22% to $61.8 Million

Press Release
November 1, 2000
DALLAS, TX -- Silverleaf Resorts, Inc. (NYSE:SVR) yesterday reported financial results for the third quarter ended September 30, 2000.

Third Quarter Results

Total revenue for the third quarter increased 23% to $75.5 million from $61.5 million in the third quarter of 1999. Vacation interval sales increased 22% to $61.8 million for the quarter ended September 30, 2000, from $50.7 million in the comparative prior year period. Interest income for the quarter increased 30% to $9.8 million, compared to $7.6 million in the year-ago period. Upgrade sales accounted for approximately 34% of total vacation interval sales, a 54% increase in dollar volume compared with last year's third quarter.

For the quarter ended September 30, 2000, net income was $4.3 million, or $0.34 per share, compared to $5.4 million, or $0.42 per share, in the third quarter of 1999. Sequentially, the Company's results improved from $4.0 million, or $0.31 per share. The improvement in net income from the second quarter is primarily the result of improved marketing efficiencies during the third quarter. Total shareholders' equity at September 30, 2000 was $171.4 million and book value was $13.30 per diluted share.

``Our results for the third quarter reflect progress in improving our telemarketing efficiencies,'' commented Robert Mead, Chairman and Chief Executive Officer. ``Further, we continue the diversification of our marketing programs to grow our tour flow through a broad spectrum of the marketplace. The tour flow growth resulted in better-than-expected vacation interval sales and bottom-line results for the quarter.''

For the nine months ended September 30, 2000, total revenues increased 27% to $211.7 million compared to $167.0 million in the comparative prior year period. Vacation interval sales for the nine months ended September 30, 2000 were $174.9 million, representing an increase of 26% compared to $138.5 million for the nine months ended September 30, 1999. Net income decreased to $10.2 million, or $0.79 per diluted share, compared to $15.8 million, or $1.22 per diluted share in the year-ago period. As anticipated, the decrease in net income for the nine months compared to 1999 is due to marketing efficiencies not yet in line during the first half of the year. Results for the nine months include an extraordinary gain on the extinguishment of debt in the amount of $316,000,net of taxes, or $0.02 per diluted share.

Resort Update

During the third quarter, the Company received RCI's highest resort recognition of Gold Crown for Holiday Hills in Branson, MO, Apple Mountain Resort outside Atlanta, GA and Timber Creek Resort outside St. Louis, MO. In addition, the Villages Resort outside Dallas, TX, the Hill Country Resort outside Austin, TX and Fox River Resort outside Chicago, IL, received Resort of International Distinction awards. These awards graphically illustrate the quality of Silverleaf's resorts and confirm the Company's standing as one of the premier resort operators. RCI is the world's largest resort exchange company.

Outlook

The Company estimates that its earnings for 2000 will be approximately $1.00. Based upon current expectations, the Company projects that revenue and earnings growth for 2001 will be in the 10 to 15 percent range.

``During 2000, our top priority and major growth driver has been implementing the improvements in our marketing efficiencies,'' Mead commented. ``We have made real progress toward meeting our objectives in this key area. Now we are moving forward toward raising the financial profile of our customer, which will enhance the credit quality of our portfolio.''

Live Internet Broadcast

Silverleaf will be hosting a conference call on the Internet to discuss earnings on Wednesday, November 1, 2000 at 10:00 a.m. EST. To participate in this call please visit www.vcall.com approximately 15 minutes before the call to register, download and install any necessary audio software.

Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns and/or operates 22 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. Silverleaf has a managed ownership base of over 113,000. Further information on the Company may be found on its website, www.silverleafresorts.com.

This release contains certain forward-looking statements which 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. Additionally, anticipated results are dependent upon the Company's ability to identify and acquire or develop other operations under terms which are beneficial to the Company and its shareholders. Other risk factors are more fully discussed under ``Cautionary Statements'' in the Company's SEC reports, including the Company's 1999 annual report on Form 10K (pages 29 through 35).

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

                   Three Months Ended              Nine Months Ended
                      September 30,                   September 30,
                   ------------------              -----------------
                    2000           1999          2000          1999
                  ---------     --------       --------      --------
Revenues:
Vacation
 Interval
 sales         $     61,831  $     50,706  $    174,876  $    138,481
Sampler sales         1,891         1,247         4,172         3,274
               ------------  ------------  ------------  ------------
Total sales          63,722        51,953       179,048       141,755

Interest
 income               9,803         7,554        27,939        19,981
Interest
 income from
 affiliates               8            12            25            36
Management
 fee income             150           678           697         2,218
Other income          1,836         1,337         4,036         2,997
               ------------  ------------  ------------  ------------

Total revenues       75,519        61,534       211,745       166,987

Costs and
 Operating
 Expenses:
Cost of
 Vacation
 Interval sales      10,936         7,826        30,995        21,183
Sales and
 marketing           32,270        26,709        94,393        71,537
Provision for
 uncollectible
 notes                6,183         5,071        17,488        13,848
Operating,
 general and
 administrative       7,190         6,156        21,264        16,704
Other expense         1,004           992         2,892         2,578
Depreciation
 and
 amortization         1,893         1,439         5,528         3,979
Interest
 expense              8,973         4,517        23,141        11,544
               ------------  ------------  ------------  ------------

Total costs and
 operating
 expenses            68,449        52,710       195,701       141,373

Income before
 provision for
 income taxes
 and
 extraordinary
 item                 7,070         8,824        16,044        25,614
Provision for
 income taxes        (2,722)       (3,397)       (6,178)       (9,861)
               ------------  ------------  ------------  ------------

Income before
 extraordinary
 item                 4,348         5,427         9,866        15,753

Extraordinary
 gain on
 extinguishment
 of debt
 (net of
 income tax
 of $197)              --            --             316          --
               ------------  ------------  ------------  ------------

Net income     $      4,348  $      5,427  $     10,182  $     15,753
               ============  ============  ============  ============

Basic and
 diluted
 earnings per
 share:
Income before
 extraordinary
 item          $       0.34  $       0.42  $       0.77  $       1.22
 Extraordinary
 item                  --            --            0.02          --
               ------------  ------------  ------------  ------------

Net income     $       0.34  $       0.42  $       0.79  $       1.22
               ============  ============  ============  ============

Weighted average
 shares
 outstanding:

Basic            12,889,417    12,889,417    12,889,417    12,889,417
               ============  ============  ============  ============

Diluted          12,889,417    12,889,417    12,892,057    12,889,417
               ============  ============  ============  ============

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

                               September 30,   December 31,
  ASSETS                          2000             1999
                              --------------   --------------

Cash and cash equivalents         $   7,596    $   4,814
Restricted cash                       1,178          903
Notes receivable, net of
 allowance for uncollectible
 notes of $31,942 and
 $32,326, respectively              389,113      286,581
Amounts due from affiliates          10,898        6,596
Inventories                         123,599      112,810
Land, equipment, buildings,
 and utilities, net                  51,630       51,050
Prepaid and other assets             19,211       17,203

   TOTAL ASSETS                   $ 603,225    $ 479,957

    LIABILITIES AND
     SHAREHOLDERS' EQUITY

LIABILITIES
Accounts payable and
 accrued expenses                 $  18,993    $  15,539
Unearned revenues                     8,704        5,601
Income taxes payable                   --            185
Deferred income taxes, net           31,180       28,251
Notes payable and capital
 lease obligations                  298,956      194,171
Senior subordinated notes            74,000       75,000
                                   --------      -------

   Total Liabilities                431,833      318,747

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Common stock, par value
 $0.01 per share,
 100,000,000 shares authorized,
 13,311,517 shares issued, and
 12,889,417 shares outstanding          133          133
Additional paid-in capital          109,339      109,339
Retained earnings                    66,919       56,737
Treasury stock, at
 cost (422,100 shares)               (4,999)      (4,999)
                                    -------      -------
  Total Shareholders' Equity        171,392      161,210
                                    -------      -------
  TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY           $ 603,225    $ 479,957
                                  =========    =========

              SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
                   CONDENSED SELECTED FINANCIAL DATA
               (in thousands, except average price data)
                              (Unaudited)

                                 As of and for the Quarters Ended
                                  9/30/00     6/30/00     3/31/00
FINANCIAL DATA:

Earnings Before Interest expense,
 Provision for Income Taxes, and
 Depreciation and Amortization
 expense
 ("EBITDA")                        $ 17,936   $ 15,469   $ 11,308
Gross notes receivable             $421,055   $392,147   $352,254
Allowance for uncollectible notes  $ 31,942   $ 39,242   $ 35,942
Delinquency percentage (overall)
  (90 day basis)                       7.1%      10.0%      11.0%

OPERATING DATA:

Number of Vacation Intervals sold
 (excluding in-house)                 4,517      3,931      3,816
Number of in-house
 Vacation Intervals sold              4,804      4,211      3,495
Number of in-house Vacation
 Intervals sold (excluding
 downgrades)                          4,406      4,211      3,495
Average price of Vacation Intervals
 sold (excluding in-house)          $ 9,751    $ 9,822    $ 9,828
Average price of in-house
 Vacation Intervals sold            $ 3,702    $ 4,879    $ 4,688
Average price of in-house Vacation
 Intervals sold (excluding
 downgrades)                        $ 4,797    $ 4,879    $ 4,688


              SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
                   CONDENSED SELECTED FINANCIAL DATA
               (in thousands, except average price data)
                              (Unaudited)

                                As of and for the Quarters Ended
                                      12/31/99       9/30/99
FINANCIAL DATA:

Earnings Before Interest expense,
 Provision for Income Taxes, and
 Depreciation and Amortization
 expense
 ("EBITDA")                          $ 12,555      $ 14,780
Gross notes receivable               $318,907      $287,517
Allowance for uncollectible notes    $ 32,326      $ 29,018
Delinquency percentage (overall)
 (90 day basis)                          9.3%          8.4%

OPERATING DATA:

Number of Vacation Intervals sold
 (excluding in-house)                   3,971         3,948
Number of in-house
 Vacation Intervals sold                3,238         3,152
Number of in-house Vacation
 Intervals sold (excluding
 downgrades)                            3,238         3,152
Average price of Vacation Intervals
 sold (excluding in-house)            $ 9,541       $ 9,357
Average price of in-house
 Vacation Intervals sold              $ 4,583       $ 4,367
Average price of in-house Vacation
 Intervals sold (excluding
 downgrades)                          $ 4,583       $ 4,367


-----------------------------------------------

Contact: 
     Silverleaf Resorts, Inc.
     Harry J. White, Jr., CFO
     214/631-1166
        or
     Morgen-Walke Associates
     Michele Katz/Michael Polyviou
     Press: Steven DiMattia
     212/850-5600