<PAGE>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 2002

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________ to _____________

                        Commission file number: 001-13003

                            SILVERLEAF RESORTS, INC.
             (Exact name of registrant as specified in its charter)

             TEXAS                           75-2259890
     (State of incorporation)              (I.R.S. Employer
                                          Identification No.)


                        1221 RIVER BEND DRIVE, SUITE 120
                               DALLAS, TEXAS 75247
          (Address of principal executive offices, including zip code)


                                  214-631-1166
              (Registrant's telephone number, including area code)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]

Number of shares of common stock outstanding of the issuer's Common Stock, par
value $0.01 per share, as of November 13, 2002: 36,826,906
<PAGE>
                                EXPLANATORY NOTE

On November 19, 2002, the Company simultaneously filed the following delinquent
and/or amended reports with the Securities and Exchange Commission: (i) Forms
10-Q for the quarterly periods ended June 30, 2002 and March 31, 2002; (ii)
Forms 10-K for the years ended December 31, 2001 and December 31, 2000; (iii)
Forms 10-Q for the quarterly periods ended September 30, 2001, June 30, 2001,
and March 31, 2001; and (iv) Forms 10-Q/A for the quarterly periods ended
September 30, 2000, June 30, 2000, and March 31, 2000. The disclosures contained
in this Form 10-Q for the quarter ended March 31, 2002 should be read in
conjunction with the other SEC reports described above also filed on November
19, 2002.

CERTAIN STATEMENTS CONTAINED IN THIS FORM 10-Q UNDER ITEMS 1 AND 2, IN ADDITION
TO CERTAIN STATEMENTS CONTAINED ELSEWHERE IN THIS 10-Q, INCLUDING STATEMENTS
QUALIFIED BY THE WORDS "BELIEVE," "INTEND," "ANTICIPATE," "EXPECTS" AND WORDS OF
SIMILAR IMPORT, ARE "FORWARD-LOOKING STATEMENTS" AND ARE THUS PROSPECTIVE. THESE
STATEMENTS REFLECT THE CURRENT EXPECTATIONS OF THE COMPANY REGARDING THE
COMPANY'S FUTURE PROFITABILITY, PROSPECTS AND RESULTS OF OPERATIONS. ALL SUCH
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM FUTURE RESULTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THESE RISKS,
UNCERTAINTIES AND OTHER FACTORS ARE DISCUSSED UNDER THE HEADING "CAUTIONARY
STATEMENTS" BEGINNING ON PAGE 28 OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000. ALL FORWARD-LOOKING STATEMENTS ARE MADE AS
OF THE DATE OF THIS REPORT ON FORM 10-Q AND THE COMPANY ASSUMES NO OBLIGATION TO
UPDATE THE FORWARD-LOOKING STATEMENTS OR TO UPDATE THE REASONS WHY ACTUAL
RESULTS COULD DIFFER FROM THE PROJECTIONS IN THE FORWARD-LOOKING STATEMENTS.

                                       1
<PAGE>
                            SILVERLEAF RESORTS, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>
PART I. FINANCIAL INFORMATION (Unaudited)

Item 1. Condensed Consolidated Statements of Income for the three months
            ended March 31, 2002 and 2001 ..................................    3

            Condensed Consolidated Balance Sheets as of March 31, 2002 and
            December 31, 2001 ..............................................    4

            Condensed Consolidated Statement of Shareholders' Equity for the
            three months ended March 31, 2002 ..............................    5

            Condensed Consolidated Statements of Cash Flows for the three
            months ended March 31, 2002 and 2001 ...........................    6

            Notes to the Condensed Consolidated Financial Statements .......    7

Item 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations ..........................................   12

Item 3.     Quantitative and Qualitative Disclosures about Market Risk .....   17

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings ..............................................   17

Item 3.     Defaults Upon Senior Securities ................................   18

Item 6.     Exhibits and Reports on Form 8-K ...............................   18

            Signatures .....................................................   18
</TABLE>

                                       2
<PAGE>
PART I:  FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.  FINANCIAL STATEMENTS


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


<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                      March 31,
                                                           ---------------------------------
                                                                2002              2001
                                                           ---------------   ---------------
<S>                                                        <C>               <C>
REVENUES:
     Vacation Interval sales                                     $ 29,439          $ 49,830
     Sampler sales                                                  1,323             1,042
                                                           ---------------   ---------------
       Total sales                                                 30,762            50,872

     Interest income                                               10,385            10,055
     Management fee income                                            166                41
     Other income                                                     770               860
                                                           ---------------   ---------------

               Total revenues                                      42,083            61,828

COSTS AND OPERATING EXPENSES:
     Cost of Vacation Interval sales                                5,520             9,449
     Sales and marketing                                           15,755            28,808
     Provision for uncollectible notes                              5,888            10,838
     Operating, general and administrative                          8,782             8,068
     Depreciation and amortization                                  1,269             1,903
     Interest expense and lender fees                               6,968             8,393
     Impairment loss of long-lived assets                               -             2,785
                                                           ---------------   ---------------
               Total costs and operating expenses                  44,182            70,244
     Loss before (provision) benefit for income taxes              (2,099)           (8,416)
     (Provision) benefit for income taxes                              (1)               49
                                                           ---------------   ---------------
NET LOSS                                                         $ (2,100)         $ (8,367)
                                                           ===============   ===============
BASIC AND DILUTED EARNINGS PER SHARE:
     Net loss                                                     $ (0.16)          $ (0.65)
                                                           ===============   ===============
WEIGHTED AVERAGE BASIC AND DILUTED
     SHARES OUTSTANDING:                                       12,889,417        12,889,417
                                                           ===============   ===============
</TABLE>


           See notes to condensed consolidated financial statements.

                                       3
<PAGE>
                 SILVERLEAF RESORTS, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS
             (in thousands, except share and per share amounts)
                               (Unaudited)



<TABLE>
<CAPTION>
                                                                               March 31,           December 31,
  ASSETS                                                                         2002                   2001
                                                                             --------------     ----------------------
<S>                                                                          <C>                <C>
Cash and cash equivalents                                                          $ 2,618                    $ 6,204
Restricted cash                                                                      3,284                      4,721
Notes receivable, net of allowance for uncollectible notes of
   $47,062 and $54,744, respectively                                               278,213                    278,592
Accrued interest receivable                                                          2,471                      2,572
Investment in Special Purpose Entity                                                 4,998                      4,793
Amounts due from affiliates                                                            688                      2,234
Inventories                                                                        105,326                    105,275
Land, equipment, buildings, and utilities, net                                      36,654                     37,331
Income taxes receivable                                                                164                        164
Land held for sale                                                                   5,161                      5,161
Prepaid and other assets                                                            11,858                     11,053
                                                                             --------------     ----------------------

               TOTAL ASSETS                                                       $451,435                  $ 458,100
                                                                             ==============     ======================


      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Accounts payable and accrued expenses                                             $ 10,026                    $ 9,203
Accrued interest payable                                                            12,767                     10,749
Amounts due to affiliates                                                              867                        565
Unearned revenues                                                                    4,586                      5,500
Notes payable and capital lease obligations                                        287,662                    294,456
Senior subordinated notes                                                           66,700                     66,700
                                                                             --------------     ----------------------

               Total Liabilities                                                   382,608                    387,173
                                                                             --------------     ----------------------

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 deficit                                                                   (35,646)                   (33,546)
Treasury stock, at cost (422,100 shares)                                            (4,999)                    (4,999)
                                                                             --------------     ----------------------

               Total Shareholders' Equity                                           68,827                     70,927
                                                                             --------------     ----------------------

               TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $451,435                  $ 458,100
                                                                             ==============     ======================
</TABLE>

         See notes to condensed consolidated financial statements.

                                       4
<PAGE>
                 SILVERLEAF RESORTS, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
               (in thousands, except share and per share amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                  Common Stock
                 --------------------------
                   Number of       $0.01        Additional
                     Shares         Par           Paid-in          Retained         Treasury Stock
                                                                                    -----------------------------
                     Issued        Value          Capital          Deficit              Shares          Cost         Total
                 --------------- ----------   ----------------  ---------------     --------------- ------------- ------------
<S>              <C>             <C>          <C>               <C>                 <C>             <C>           <C>
January 1, 2002      13,311,517      $ 133          $ 109,339        $ (33,546)           (422,100)     $ (4,999)     $70,927

Net loss                      -          -                  -           (2,100)                  -             -       (2,100)
                 --------------- ----------   ----------------  ---------------     --------------- ------------- ------------

March 31, 2002       13,311,517      $ 133          $ 109,339        $ (35,646)           (422,100)     $ (4,999)     $68,827
                 =============== ==========   ================  ===============     =============== ============= ============
</TABLE>


         See notes to condensed consolidated financial statements.

                                       5
<PAGE>
                    SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                              -----------------------------
                                                                                  2002            2001
                                                                              -------------   -------------
<S>                                                                           <C>             <C>
OPERATING ACTIVITIES:
     Net loss                                                                     $ (2,100)       $ (8,367)
     Adjustments to reconcile net loss to net cash provided by
       (used in) operating activities:
       Provision for uncollectible notes                                             5,888          10,838
       Depreciation and amortization                                                 1,269           1,903
       Deferred income taxes                                                             -             (49)
       Impairment loss of long-lived assets                                              -           2,785
       Increase (decrease) in cash from changes in assets and liabilities:
         Restricted cash                                                             1,437            (820)
         Notes receivable                                                           (5,509)        (30,291)
         Accrued interest receivable                                                   101            (219)
         Investment in Special Purpose Entity                                         (205)          1,118
         Amounts due from affiliates                                                 1,848          (2,640)
         Inventories                                                                   (51)          1,608
         Land held for sale                                                              -              95
         Prepaid and other assets                                                      105          (3,010)
         Income tax receivable                                                           -              (5)
         Accounts payable and accrued expenses                                         823            (453)
         Accrued interest payable                                                    2,018           1,919
         Unearned revenues                                                            (914)           (502)
                                                                              -------------   -------------
            Net cash provided by (used in) operating activities                      4,710         (26,090)
                                                                              -------------   -------------

INVESTING ACTIVITIES:
     Purchases of land, equipment, buildings, and utilities                           (593)           (922)
                                                                              -------------   -------------
            Net cash used in investing activities                                     (593)           (922)
                                                                              -------------   -------------

FINANCING ACTIVITIES:
     Proceeds from borrowings from unaffiliated entities                            15,133          38,185
     Payments on borrowings to unaffiliated entities                               (22,836)        (13,267)
                                                                              -------------   -------------
            Net cash provided by (used in) financing activities                     (7,703)         24,918
                                                                              -------------   -------------

     Net change in cash and cash equivalents                                        (3,586)         (2,094)

CASH AND CASH EQUIVALENTS:
     Beginning of period                                                             6,204           6,800
                                                                              -------------   -------------

     End of period                                                                 $ 2,618         $ 4,706
                                                                              =============   =============

SUPPLEMENTAL CASH FLOW INFORMATION:

     Interest paid, net of amounts capitalized                                     $ 4,013         $ 6,257

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
     AND FINANCING ACTIVITIES:

     Land and equipment acquired under capital leases                              $     -         $   166
</TABLE>


          See notes to consolidated condensed financial statements.

                                       6
<PAGE>
                    SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BACKGROUND

These condensed consolidated financial statements of Silverleaf Resorts, Inc.
and subsidiaries ("the Company") presented herein do not include certain
information and disclosures required by accounting principles generally accepted
in the United States of America for complete financial statements. However, in
the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the three months ended
March 31, 2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002.

These condensed consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and footnotes included in the
Company's Form 10-K for the year ended December 31, 2001 as filed with the
Securities and Exchange Commission. The accounting policies used in preparing
these condensed consolidated financial statements are the same as those
described in such Form 10-K.

SFAS No. 140 - In September 2000, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
("SFAS No. 140"), which replaces SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities." SFAS No. 140
revises SFAS No. 125's standards for accounting for securitizations and other
transfers of financial assets and collateral and requires certain disclosures,
but it carries over most of the SFAS No. 125's provisions without
reconsideration. SFAS No. 140 was effective for transfers and servicing of
financial assets and extinguishments of liabilities occurring after March 31,
2001 and for recognition and reclassification of collateral and for disclosures
relating to securitization transactions and collateral for fiscal years ending
after December 15, 2000. SFAS No. 140 is to be applied prospectively with
certain exceptions. The Company adopted the new disclosures required under SFAS
No. 140 as of December 31, 2000. The adoption of SFAS No. 140 in 2001 did not
have a material impact on the Company's results of operations, financial
position, or cash flows.

SFAS No. 144 - In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), which supersedes
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
SFAS No. 144 establishes a single accounting method for long-lived assets to be
disposed of by sale, whether previously held and used or newly acquired, and
extends the presentation of discontinued operations to include more disposal
transactions. SFAS No. 144 also requires that an impairment loss be recognized
for assets held-for-use when the carrying amount of an asset (group) is not
recoverable. The carrying amount of an asset (group) is not recoverable if it
exceeds the sum of the undiscounted cash flows expected to result from the use
and eventual disposition of the asset (group), excluding interest charges.
Estimates of future cash flows used to test the recoverability of a long-lived
asset (group) must incorporate the entity's own assumptions about its use of the
asset (group) and must factor in all available evidence. SFAS No. 144 was
effective for the Company for the quarter ending March 31, 2002. The adoption of
SFAS No. 144 in 2002 did not have a material impact on the Company's results of
operations, financial position, or cash flows.

SFAS No. 145 - In April 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment to FASB Statement No. 13, and Technical
Corrections" ("SFAS No. 145"). SFAS No. 145 eliminates the current requirement
that gains and losses on debt extinguishment must be classified as extraordinary
items in the income statement. Instead, such gains and losses will be classified
as extraordinary items only if they are deemed to be unusual and infrequent, in
accordance with the current GAAP criteria for extraordinary classification. In
addition, SFAS No. 145 eliminates an inconsistency in lease accounting by
requiring that modifications of capital leases that result in reclassification
as operating leases be accounted for consistent with sale-leaseback accounting
rules. SFAS No. 145 also contains other non-substantive corrections to
authoritative accounting literature. The changes related to debt extinguishment

                                       7
<PAGE>
will be effective for fiscal years beginning after May 15, 2002, and the changes
related to lease accounting will be effective for transactions occurring after
May 15, 2002. The adoption of SFAS No. 145 will require the Company to
reclassify its extraordinary gains to ordinary.

SFAS No. 146 - In June 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities" ("SFAS No. 146"). SFAS No.
146 supersedes previous accounting guidance, principally Emerging Issues Task
Force (EITF) Issue No. 94-3. SFAS No. 146 requires that the liability for costs
associated with an exit or disposal activity be recognized when the liability is
incurred. Under EITF No. 94-3, a liability for an exit cost was recognized at
the date of a company's commitment to an exit plan. SFAS No. 146 also
establishes that the liability should initially be measured and recorded at fair
value. Accordingly, SFAS No. 146 may affect the timing of recognizing future
restructuring costs as well as the amount recognized. SFAS No. 146 is effective
after fiscal years beginning after December 31, 2002. The adoption of SFAS No.
146 will not have any immediate effect on the Company's results of operations,
financial position, or cash flows.

NOTE 2 - DEBT RESTRUCTURING

Since February 2001, when the Company disclosed significant liquidity issues
arising primarily from the failure to close a credit facility with its largest
secured creditor, management and its financial advisors have been attempting to
develop and implement a plan to return the Company to sound financial condition.
During this period, the Company negotiated and closed short-term secured
financing arrangements with three lenders, which allowed it to operate at
reduced sales levels as compared to original plans and prior years. With the
exception of the Company's inability to pay interest due on the Senior
Subordinated Notes, these short-term arrangements were adequate to keep the
Company's unsecured creditors current on amounts owed.

Under the Exchange Offer that was closed on May 2, 2002, $56,934,000 in
principal amount of the Company's 10 1/2% senior subordinated notes were
exchanged for a combination of $28,467,000 in principal amount of the Company's
new class of 6.0% senior subordinated notes due 2007 and 23,937,489 shares of
the Company's common stock, representing approximately 65% of the common stock
outstanding after the Exchange Offer. As a result of the exchange, the Company
recorded a pre-tax extraordinary gain of $17.9 million in the second quarter of
2002. Under the terms of the Exchange Offer, tendering holders collectively
received cash payments of $1,335,545 on May 16, 2002, and a further payment of
$334,455 on October 1, 2002. A total of $9,766,000 in principal amount of the
Company's 10 1/2% notes were not tendered and remain outstanding. As a
condition of the Exchange Offer, the Company has paid all past due interest to
non-tendering holders of its 10 1/2% notes. Under the terms of the Exchange
Offer, the acceleration of the maturity date on the 10 1/2% notes which
occurred in May 2001 has been rescinded, and the original maturity date in 2008
for the 10 1/2% notes has been reinstated. Past due interest paid to
non-tendering holders of the 10 1/2% notes was $1,827,806. The indenture under
which the 10 1/2% notes were issued was also consensually amended as a part of
the Exchange Offer.

Management has also negotiated two-year revolving, three-year term out
arrangements for $214 million with its three principal secured lenders, which
were closed at the same time as of the Exchange Offer. In addition, the Company
amended its $100 million off-balance-sheet credit facility through the Company's
SPE. Under these revised credit arrangements, two of the three creditors
converted $42.1 million of existing debt to a subordinated Tranche B. Tranche A
is secured by a first lien on currently pledged notes receivable. Tranche B is
secured by a second lien on the notes, a lien on resort assets, an assignment of
the Company's management contracts with the Clubs, a portfolio of unpledged
receivables currently ineligible for pledge under the existing facility, and a
security interest in the stock of Silverleaf Finance I, Inc., the Company's SPE.
Among other aspects of these revised arrangements, the Company will be required
to operate within certain parameters of a revised business model and satisfy the
financial covenants set forth in the Amended Senior Credit Facilities, including
maintaining a minimum tangible net worth of $100 million or greater, as defined,
sales and marketing expenses as a percentage of sales below 55.0% for the last
three quarters of 2002 and below 52.5% thereafter, notes receivable delinquency
rate below 25%, a minimum interest coverage ratio of 1.1 to 1.0 (increasing to
1.25 to 1 in 2003), and a minimum net income. However, such results cannot be
assured.

Compliance with these covenants will require that improvements be made in
several areas of the Company's operations. The principal changes in operations
that management believes will be necessary to satisfy the financial

                                       8
<PAGE>
covenants are to reduce sales and marketing expense as a percentage of sales, to
improve profitability, and to improve customer credit quality, which the Company
believes will result in reduced credit losses.

During the second and third quarters of 2001, the Company closed three outside
sales offices, closed three telemarketing centers, and reduced headcount in
sales, marketing, and general and administrative functions. These changes
resulted in $2.7 million of asset write-offs, including $1.4 million of prepaid
booth rentals and marketing supplies and $1.3 million of fixed assets related to
the closed sales offices and closed telemarketing centers. As a result of these
actions, management believes that the necessary operating changes needed to
reduce sales and marketing expense to an appropriate level are being
implemented.

Due to the high level of defaults experienced in customer receivables during
2000, which continued throughout 2001, the Company's provision for uncollectible
notes was relatively high as a percentage of Vacation Interval sales during 2000
and 2001. Management believes the high level of defaults experienced in 2000 was
due to the deterioration of the economy in the United States, which began to
have a significant impact on the Company's existing customers and on consumer
confidence in general in late 2000, and a substantial reduction by the Company
in two programs that were previously used to remedy defaulted notes receivable.
Management believes the high level of defaults in 2001 was also attributable to
the fact that customers concerned about the Company's liquidity issues began
defaulting on their notes after the Company's liquidity announcement in February
2001, in addition to continuing economic concerns.

Since the third quarter of 2001, the Company has been operating under new sales
practices whereby no sales are permitted unless the touring customer has a
minimum income level beyond that previously required and has a valid major
credit card. Further, the marketing division is employing a best practices
program, which management believes should facilitate marketing to customers who
are more likely to be a good credit risk. However, should there be further
deterioration in the economy, and if enhanced sales practices do not result in
sufficiently improved collections, the Company may not be able to realize
improvements in the overall credit quality of its notes receivable portfolio
that these actions are designed to achieve.

While the Company announced the completion of its restructuring and refinancing
transactions on May 2, 2002, the Company's ability to continue as a going
concern is dependent on other factors as well, including the improvements to the
Company's operations described above be achieved. In addition, the Amended
Senior Credit Facilities require the Company to satisfy certain financial
covenants. Management believes that if the improvements to its operations are
successful, the Company will be able to improve its operating results to achieve
compliance with the financial covenants during the term of the Amended Senior
Credit Facilities. However, the Company's plan to utilize certain of its assets,
predominantly inventory, extends for periods of up to fifteen years.
Accordingly, the Company will need to either extend the Amended Senior Credit
Facilities or obtain new sources of financing through the issuance of other
debt, equity, or collateralized mortgage-backed securities, the proceeds of
which would be used to refinance the debt under the Amended Senior Credit
Facilities, finance mortgages receivable, or for other purposes. The Company may
not have these additional sources of financing available to it at the times when
such financings are necessary.

Due to the uncertainties mentioned above, the independent auditors report on the
Company's financial statements for the period ended December 31, 2001 contains
an explanatory paragraph concerning the Company's ability to continue as a going
concern.

NOTE 3 - EARNINGS PER SHARE

For the three months ended March 31, 2002 and 2001, the weighted average shares
outstanding assuming dilution was non-dilutive. Outstanding stock options
totaling approximately 986,000 options were potentially dilutive securities that
were not included in the computation of diluted EPS because to do so would have
been non-dilutive for the three months ended March 31, 2002.

NOTE 4 - NOTES RECEIVABLE

The Company provides financing to the purchasers of Vacation Intervals, which
are collateralized by their interest in

                                       9
<PAGE>
such Vacation Intervals. The notes receivable generally have initial terms of
seven to ten years. The average yield on outstanding notes receivable at March
31, 2002 was approximately 13.8%. In connection with the sampler program, the
Company routinely enters into notes receivable with terms of 10 months. Notes
receivable from sampler sales were $3.4 million and $1.4 million at March 31,
2001 and 2002, respectively, and are non-interest bearing.

Management considers both pledged and sold-with-recourse notes receivable in the
Company's allowance for uncollectible notes. The Company considers accounts over
60 days past due to be delinquent. As of March 31, 2002, $1.2 million of notes
receivable, net of accounts charged off, were considered delinquent. An
additional $62.3 million of notes would have been considered to be delinquent
had the Company not granted payment concessions to the customers. The activity
in the allowance for uncollectible notes is as follows for the three months
ended March 31, 2001 and 2002 (in thousands):

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                          --------------------
                                                            2002        2001
                                                          --------    --------
<S>                                                       <C>         <C>
Balance, beginning of period..........................    $ 54,744    $ 74,778
Provision for credit losses...........................       5,888      10,838
Receivables charged off...............................     (13,570)     (6,377)
                                                          --------    --------
Balance, end of period................................    $ 47,062    $ 79,239
                                                          ========    ========
</TABLE>

NOTE 5 - DEBT

Notes payable, capital lease obligations, and senior subordinated notes as of
March 31, 2002 and December 31, 2001 (in thousands):

<TABLE>
<CAPTION>
                                                                                      MARCH 31,    DECEMBER 31,
                                                                                         2002          2001
                                                                                         ----          ----
<S>                                                                                  <C>           <C>
$60 million loan agreement, which contains certain financial covenants, due August
   2002, principal and interest payable from the proceeds obtained on customer
   notes receivable pledged as collateral for the note, at an interest rate of
   LIBOR plus 3.55% (additional draws are no longer available under this facility;
   upon the completion of the debt restructuring described in Note 2, maturity was   $     14,377   $    5,969
   extended to August 2003).....................................................
$70 million loan agreement, capacity reduced by amounts outstanding under the $10
   million inventory loan agreement (and the $10 million supplemental revolving
   loan agreement as of December 31, 2001), which contains certain financial
   covenants, due August 2004, principal and interest payable from the proceeds
   obtained on customer notes receivable pledged as collateral for the note, at
   an interest rate of LIBOR plus 2.65% (operating under forbearance at December
   31, 2001; additional draws are no longer available under this facility)......           32,748        35,614
$10 million supplemental revolving loan agreement, which contains certain
   financial covenants, due August 2002 (extended to March 2007 upon completion
   of the debt restructuring described in Note 2), principal and interest
   payable from the proceeds obtained on customer notes receivable pledged as
   collateral for the note, at an interest rate of LIBOR plus 2.67% (revolving
   under forbearance at December 31, 2001)......................................            8,982         9,468
$75 million revolving loan agreement, which contains certain financial covenants,
   due April 2005, principal and interest payable from the proceeds obtained on
   customer notes receivable pledged as collateral for the note, at an interest
   rate of LIBOR plus 3.00% (revolving under forbearance at December 31, 2001;
   upon completion of the debt restructuring described in Note 2, the revolving
   loan agreement was amended to limit the outstanding balance to $72 million,
   consisting of $56.9 million revolver with an interest rate of LIBOR plus 3%
   with a 6% floor and a $15.1 million term loan with an interest rate of 8%; both
   facilities mature March 2007)................................................           71,055        71,072
$75 million revolving loan agreement, which contains certain financial
   covenants, due November 2005, principal and interest payable from the
   proceeds obtained on customer notes receivable pledged as collateral for the
   note, at an interest rate of LIBOR plus 2.67% (revolving under forbearance at
   December 31, 2001; upon completion of the debt restructuring described in
   Note 2, the revolving loan agreement was amended to limit the outstanding
   balance to $71 million, consisting of $56.1 million revolver with an interest
   rate of LIBOR plus 3% with a 6% floor and a $14.9 million term loan with an
   interest rate of 8%; both facilities mature March 2007).......................          69,517        69,734
$10.2 million revolving loan agreement, which contains certain financial
   covenants, due April 2006, principal and interest payable from the proceeds
   obtained on customer notes receivable pledged as collateral for the note, at
   an interest rate of Prime plus 2.00% (revolving under forbearance at December
   31, 2001; upon completion of the debt restructuring described in Note 2, the
   revolving loan agreement was amended to form a $8.1 million revolver with an
   interest rate of Prime plus 3% with a 6% floor and a $2.1 million term loan
   with an interest rate of 8%; both facilities mature March 2007)..............           9,992        10,200
</TABLE>

                                       10
<PAGE>

<TABLE>
<S>                                                                                  <C>           <C>
$45 million revolving loan agreement ($55 million as of December 31, 2001), which
   contains certain financial covenants, due August 2005, principal and interest
   payable from the proceeds obtained on customer notes receivable pledged as
   collateral for the note, at an interest rate of Prime (Prime plus 2.00% as of
   December 31, 2001) (revolving under forbearance at December 31, 2001; upon
   completion of the debt restructuring described in Note 2, the revolving loan
   agreement was amended to limit the outstanding balance to $48 million,
   consisting of $38 million revolver with an interest rate of Federal Funds
   plus 2.75% with a 6% floor and a $10 million term loan with an interest rate
   of 8%; both facilities mature March 2007)...................................          53,373        54,641
$10 million inventory loan agreement, which contains certain financial
   covenants, due August 2002 (extended to March 2007 upon completion of the
   debt restructuring described in Note 2), interest payable monthly, at an
   interest rate of LIBOR plus 3.50% (revolving under forbearance at December
   31, 2001)...................................................................           9,936         9,936
$10 million inventory loan agreement, which contains certain financial
   covenants, due March 31, 2002 (extended to March 2007 upon completion of the
   debt restructuring described in Note 2), interest payable monthly, at an
   interest rate of LIBOR plus 3.25% (revolving under forbearance at December
   31, 2001)....................................................................          9,375         9,375
Various notes, due from January 2002 through November 2009, collateralized
     by various assets with interest rates ranging from 0.9% to 17.0%...........          3,836         3,227
                                                                                    -----------    ----------
          Total notes payable...................................................        283,191       289,236

Capital lease obligations.......................................................          4,471         5,220
                                                                                    -----------    ----------
          Total notes payable and capital lease obligations.....................        287,662       294,456
10 1/2%  senior subordinated notes, due 2008, interest payable semiannually on
   April 1 and October 1, guaranteed by all of the Company's present and future
   domestic restricted subsidiaries (in default at December 31, 2001; see debt
   restructuring described in Note 2)...........................................         66,700        66,700
                                                                                    -----------    ----------
           Total................................................................    $   354,362    $  361,156
                                                                                    ===========    ==========
</TABLE>


At March 31, 2002, LIBOR rates were from 1.86% to 1.90%, and the Prime rate was
4.75%. At December 31, 2001, LIBOR rates were from 1.86% to 1.90%, and the Prime
rate was 5.00%.

As of March 31, 2002, the Company was unable to make payments on accelerated
balances due under the senior subordinated notes. The total interest due on
these notes as of March 31, 2002 was $11.7 million.

NOTE 6 - SUBSIDIARY GUARANTEES

As of March 31, 2002, all subsidiaries of the Company have guaranteed the $66.7
million of senior subordinated notes. The separate financial statements and
other disclosures concerning each guaranteeing subsidiary (each, a "Guarantor
Subsidiary") are not presented herein because the Company's management has
determined that such information is not material to investors. The guarantee of
each Guarantor Subsidiary is full and unconditional and joint and several. Each
Guarantor Subsidiary is a wholly-owned subsidiary of the Company, and together
comprise all direct and indirect subsidiaries of the Company.

Combined summarized operating results of the Guarantor Subsidiaries for the
three months ended March 31, 2002 and 2001, are as follows (in thousands):


<TABLE>
<CAPTION>
                                                 March 31,
                                         -----------------------
                                            2002        2001
                                         -----------  ----------
<S>                                       <C>         <C>
               Revenues                   $ -         $ -

               Expenses                     -           -
                                         -----------  ----------

               Net loss                   $ -         $ -
                                         ===========  ==========
</TABLE>

                                       11
<PAGE>
Combined summarized balance sheet information as of March 31, 2002 for the
Guarantor Subsidiaries is as follows (in thousands):

<TABLE>
<CAPTION>
                                               March 31,
                                                 2002
                                            ----------------
<S>                                                     <C>
Other assets                                            $ 1
                                            ----------------

    Total assets                                        $ 1
                                            ================

Investment by parent (includes equity
  and amounts due to parent)                            $ 1
                                            ----------------

    Total liabilities and equity                        $ 1
                                            ================
</TABLE>

NOTE 7 - COMMITMENTS AND CONTINGENCIES

In February 2002, a class action was filed against the Company by a couple who
purchased a Vacation Interval from the Company. The plaintiffs allege that the
Company violated the Texas Government Code by charging a document preparation
fee in regard to instruments affecting title to real estate, and that such fee
constituted a partial prepayment that should have been credited against their
note. The petition seeks recovery of the $275 document preparation fee, $825 of
treble damages, and injunctions preventing the Company from engaging in such
practices. The Company has not yet fully assessed the claims and has not
recorded an accrual for this case.

NOTE 8 - SUBSEQUENT EVENTS

In the second and third quarters of 2002, the Company sold $69.3 million of
notes receivable to the SPE and recognized pre-tax gains of $5.3 million. The
SPE funded these purchases through advances under a credit agreement arranged
for this purpose. In conjunction with these sales, the Company received cash
consideration of $57.2 million, which was used to pay down borrowings under its
revolving loan facilities.

In May 2002, the Company completed the restructuring of its debt as described in
Note 2.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Certain matters discussed throughout this Form 10-Q filing are forward looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Such risks and uncertainties
include, but are not limited to, those discussed in the Company's Form 10-K for
the year ended December 31, 2001.

The Company currently owns and/or operates 19 resorts in various stages of
development. These 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. The Company represents an owner base of over 120,000.
The condensed consolidated financial statements of the Company include the
accounts of Silverleaf Resorts, Inc. and its subsidiaries, all of which are
wholly-owned.

                                       12
<PAGE>
RESULTS OF OPERATIONS

The following table sets forth certain operating information for the Company.


<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                       -------------------------
                                                         2002           2001
                                                       ----------    -----------
<S>                                                    <C>           <C>
As a percentage of total revenues:

     Vacation Interval sales                               70.0%          80.6%
     Sampler sales                                          3.1%           1.7%
                                                       ----------    -----------
        Total sales                                        73.1%          82.3%

     Interest income                                       24.7%          16.2%
     Management fee income                                  0.4%           0.1%
     Other income                                           1.8%           1.4%
                                                       ----------    -----------
          Total revenues                                  100.0%         100.0%

As a percentage of Vacation Interval sales:

     Cost of Vacation Interval sales                       18.8%          19.0%
     Provision for uncollectible notes                     20.0%          21.7%

As a percentage of total sales:

     Sales and marketing                                   51.2%          56.6%

As a percentage of total revenues:

     Operating, general and administrative                 20.9%          13.0%
     Depreciation and amortization                          3.0%           3.1%

As a percentage of interest income:

     Interest expense and lender fees                      67.1%          83.5%
</TABLE>

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

Revenues

Revenues for the quarter ended March 31, 2002 were $42.1 million, representing a
$19.7 million or 31.9% decrease over revenues of $61.8 million for the quarter
ended March 31, 2001. In February 2001, the Company failed to secure a new
credit facility with its largest secured creditor, which created significant
liquidity concerns. In addition, the Company's three primary secured lenders
have only provided the Company sufficient short-term secured financing to sell
at rates substantially reduced from 1999 and 2000 sales levels.

As a result, the number of Vacation Intervals sold, exclusive of in-house
Vacation Intervals, decreased 45.9% to 1,904 in the first quarter of 2002 from
3,517 in the same period of 2001. The average price per interval increased 4.5%
to $10,074 for the first quarter of 2002 versus $9,639 for the first quarter of
2001. Total interval sales for the first quarter of 2002 included 250 biennial
intervals (counted as 125 Vacation Intervals) compared to 1,179 (590 Vacation
Intervals) in the first quarter of 2001. During the first quarter of 2002, 2,186
in-house Vacation Intervals were sold at an average price of $4,693, compared to
3,926 in-house Vacation Intervals sold at an average price of $4,057 during the
comparable 2001 period.

Sampler sales increased $281,000 to $1.3 million for the quarter ended March 31,
2002, compared to $1.0 million for the same period in 2001. Consistent with the
overall decrease in Company operations, fewer samplers were sold in 2002
compared to 2001. However, sampler sales are not recognized as revenue until the
Company's obligation has elapsed, which often does not occur until the sampler
contract expires eighteen months after the sale is

                                       13
<PAGE>
consummated. Hence, a significant portion of sampler sales recognized in the
first quarter of 2002 relate to 2000 sales.

Interest income increased 3.3% to $10.4 million for the quarter ended March 31,
2002, from $10.1 million for the same period of 2001. This increase primarily
resulted from improved collections on notes receivable as a result of an
improved customer base due to new sales practices implemented in the third
quarter of 2001.

Management fee income, which consists of management fees collected from the
resorts' management clubs, can not exceed the management clubs' net income.
Management fee income increased $125,000 to $166,000 for the first quarter of
2002, versus $41,000 for the first quarter of 2001.

Other income consists of water and utilities income, condominium rental income,
marina income, golf course and pro shop income, and other miscellaneous items.
Other income decreased $90,000 to $770,000 for the first quarter of 2002
compared to $860,000 for the same period of 2001. The decrease primarily relates
to a $147,000 gain associated with the sale of land recognized in the first
quarter of 2001 partially offset by increased golf course and pro shop income in
2002.

Cost of Sales

Cost of sales as a percentage of Vacation Interval sales remained fairly
constant at 18.8% in the first quarter of 2002 versus 19.0% for the same period
of 2001. The $3.9 million decrease in cost of sales in the first quarter of 2002
compared to the first quarter of 2001 was due to the decrease in Vacation
Interval sales.

Sales and Marketing

Sales and marketing costs as a percentage of total sales decreased to 51.2% for
the quarter ended March 31, 2002, from 56.6% for the same period of 2001. The
decrease is primarily attributable to the following cost saving measures
implemented in 2001 as a result of the aforementioned liquidity issues: the
closure of three outside sales offices, closing three telemarketing centers,
discontinuing certain lead generation programs, and reducing headcount in both
sales and marketing functions.

Since the third quarter of 2001, the Company has been operating under new sales
practices whereby no sales are permitted unless the touring customer has a
minimum income level beyond that previously required and has a valid major
credit card. Further, the marketing division is employing a best practices
program, which should facilitate marketing to customers who management believes
are more likely to be a good credit risk.

Provision for Uncollectible Notes

The provision for uncollectible notes as a percentage of Vacation Interval sales
remained fairly constant at 20.0% for the first quarter of 2002 versus 21.7% for
the same period of 2001.

Due to the high level of defaults experienced in customer receivables throughout
2001, the provision for uncollectible notes remained relatively high during 2001
and 2002. Management believes the high provision percentage remained necessary
in 2002 because of continuing economic concerns and customers concerned about
the Company's liquidity issues began defaulting on their notes after the
Company's liquidity announcement in February 2001. Management will continue its
current collection programs and seek new programs to reduce note defaults.
However, there can be no assurance that these efforts will be successful.

Operating, General and Administrative

Operating, general and administrative expenses as a percentage of total revenues
increased to 18.5% for the first quarter of 2002, from 13.0% for the same period
of 2001. Although the Company substantially reduced its corporate headcount in
2001 to align overhead with reduced sales levels, operating, general and
administrative expense was $8.8 million for the first quarter of 2002, compared
to $8.1 million for the same period of 2001. This was primarily due to $1.0
million of audit fees incurred in the first quarter of 2002 related to
completion of the 2000

                                       14
<PAGE>
audit. Also, $676,000 of professional fees were incurred in the first quarter of
2002 associated with the restructuring of the Company compared to $283,000 of
such costs incurred in the comparable 2001 period.

Depreciation and Amortization

Depreciation and amortization expense as a percentage of total revenues remained
fairly constant at 3.0% for the quarter ended March 31, 2002 versus 3.1% for the
same quarter of 2001. Overall, depreciation and amortization expense decreased
$634,000 for the first quarter of 2002, as compared to 2001, primarily due to
the write-off of $1.3 million of fixed assets previously used in the sales and
marketing functions in the first quarter of 2001 and a general reduction in
capital expenditures in 2001.

Impairment Loss of Long-Lived Assets

The Company recognized an impairment loss of long-lived assets of $2.8 million
in the first quarter of 2001, which primarily consisted of a $1.3 million
write-off of fixed assets related to the closure of three outside sales offices
and three telemarketing centers and a $1.4 million write-off of prepaid
marketing costs related to the discontinuance of certain lead generation
programs. There was no impairment loss of long-lived assets during the first
quarter of 2002.

Interest Expense

Interest expense as a percentage of interest income decreased to 67.1% for the
first quarter of 2002, from 83.5% for the same period of 2001. This decrease is
primarily the result of decreased interest expense related to decreased
borrowings against pledged notes receivable. Also, the Company's weighted
average cost of borrowing decreased to 6.6% in the first quarter of 2002
compared to 9.3% in the first quarter of 2001.

Loss before (Provision) Benefit for Income Taxes

Loss before (provision) benefit for income taxes decreased to $2.1 million for
the quarter ended March 31, 2002, as compared to $8.4 million for the quarter
ended March 31, 2001, as a result of the above mentioned operating results.

(Provision) Benefit for Income Taxes

(Provision) benefit for income taxes as a percentage of loss before (provision)
benefit for income taxes was a provision of 0.0% in the first quarter of 2002,
as compared to a benefit of 0.6% for the first quarter of 2001. The effective
income tax rate is the result of the 2001 and 2002 projected income tax benefits
being reduced by the effect of a valuation allowance, which reduces the
projected net deferred tax assets to zero due to the unpredictability of
recovery.

Net Loss

Net loss decreased to $2.1 million for the quarter ended March 31, 2002, as
compared to $8.4 million for the quarter ended March 31, 2001, as a result of
the above mentioned operating results.

LIQUIDITY AND CAPITAL RESOURCES

SOURCES OF CASH. The Company generates cash primarily from the cash received on
the sale of Vacation Intervals, the financing of customer notes receivable from
Silverleaf Owners, management fees, sampler sales, and resort and utility
operations. The Company typically receives a 10% down payment on sales of
Vacation Intervals and finances the remainder by receipt of a seven-year to
ten-year customer promissory note. The Company generates cash from the financing
of customer notes receivable by (i) borrowing at an advance rate of up to 85% of
eligible customer notes receivable and (ii) from the spread between interest
received on customer notes receivable and interest paid on related borrowings.
Because the Company uses significant amounts of cash in the development and
marketing of Vacation Intervals, but collects cash on customer notes receivable
over a seven-year to ten-year period, borrowing against receivables has
historically been a necessary part of normal operations. During the three months
ended March 31, 2002, the Company's operating activities reflected cash provided
by operating activities of $4.7 million.

                                       15
<PAGE>
During the same period of 2001, the Company's operating activities reflected
cash used in operating activities of $26.1 million. The increase in cash
provided by operating activities was the result of a decrease in new customer
notes receivable due to a reduction in sales in 2002.

USES OF CASH. Investing activities reflect a net use of cash due to capital
additions. Net cash used in investing activities for the three months ended
March 31, 2002 and March 31, 2001 was $593,000 and $922,000, respectively. The
decrease in net cash used in investing activities relates to a reduction in
equipment purchases in 2002. The Company evaluates sites for additional new
resorts or acquisitions on an ongoing basis. Certain debt agreements include
restrictions on the Company's ability to pay dividends based on minimum levels
of net income and cash flow.

During the three months ended March 31, 2002, net cash used in financing
activities was $7.7 million compared to net cash provided by financing
activities of $24.9 million in the comparable 2001 period. The decrease in cash
provided by financing activities was primarily the result of reduced borrowings
against pledged notes receivable in 2002. At March 31, 2002, the Company's
revolving credit facilities provided for loans of up to $285.3 million of which
approximately $280.5 million of principal and interest related to advances under
the credit facilities was outstanding. For the three months ended March 31,
2002, the weighted average cost of funds for all borrowings, including the
senior subordinated debt, was 6.6%. Customer defaults have a significant impact
on cash available to the Company from financing customer notes receivable in
that notes more than 60 days past due are not eligible as collateral. As a
result, the Company must repay borrowings against such delinquent notes.

Effective October 30, 2000, the Company entered into a $100 million revolving
credit agreement to finance Vacation Interval notes receivable through an
off-balance-sheet SPE, formed on October 16, 2000. The agreement presently has a
term of 5 years. During 2001, the Company made no sales of notes receivable to
the SPE. At March 31, 2002, the SPE held notes receivable totaling $45.2
million, with related borrowings of $39.1 million. Except for the repurchase of
notes that fail to meet initial eligibility requirements, the Company is not
obligated to repurchase defaulted or any other contracts sold to the SPE. It is
anticipated, however, that the Company will place bids in accordance with the
terms of the conduit agreement to repurchase some defaulted contracts in public
auctions to facilitate the re-marketing of the underlying collateral.

In the second and third quarters of 2002, the Company sold $69.3 million of
notes receivable to the SPE and recognized pre-tax gains of $5.3 million. The
SPE funded these purchases through advances under a credit agreement arranged
for this purpose. In conjunction with these sales, the Company received cash
consideration of $57.2 million, which was used to pay down borrowings under its
revolving loan facilities.

For regular federal income tax purposes, the Company reports substantially all
of the Vacation Interval sales it finances under the installment method. Under
this method, income on sales of Vacation Intervals is not recognized until cash
is received, either in the form of a down payment or as installment payments on
customer notes receivable. The deferral of income tax liability conserves cash
resources on a current basis. Interest is imposed, however, on the amount of tax
attributable to the installment payments for the period beginning on the date of
sale and ending on the date the related tax is paid. If the Company is otherwise
not subject to tax in a particular year, no interest is imposed since the
interest is based on the amount of tax paid in that year. The consolidated
financial statements do not contain an accrual for any interest expense that
would be paid on the deferred taxes related to the installment method as the
interest expense is not estimable. In addition, the Company is subject to
current alternative minimum tax ("AMT") as a result of the deferred income that
results from the installment sales treatment. Payment of AMT reduces the future
regular tax liability attributable to Vacation Interval sales, and creates a
deferred tax asset. In 1998, the Internal Revenue Service approved a change in
the method of accounting for installment sales effective as of January 1, 1997.
As a result, the Company's alternative minimum taxable income for 1997 through
1999 was increased each year by approximately $9.0 million for the pre-1997
adjustment, which resulted in the Company paying substantial additional federal
and state taxes in those years. The Company's AMT loss for 2000 was decreased by
such amount. Subsequent to December 31, 2000, the Company applied for and
received refunds of $8.3 million during 2001 and $1.6 million in the third
quarter of 2002 as the result of the carryback of its 2000 AMT loss to 1999,
1998, and 1997.

The net operating losses ("NOL") expire between 2007 through 2021. Realization
of the deferred tax assets arising from NOL is dependent on generating
sufficient taxable income prior to the expiration of the loss carryforwards.

                                       16
<PAGE>
Management currently does not believe that it will be able to utilize its NOL
from normal operations. At present, future NOL utilization is expected to be
limited to the temporary differences creating deferred tax liabilities. If
necessary, management could implement a strategy to accelerate income
recognition for federal income tax purposes to utilize the existing NOL. The
amount of the deferred tax asset considered realizable could be decreased if
estimates of future taxable income during the carryforward period are reduced.

Due to the Exchange Offer described in Note 2 of the financial statements, an
ownership change within the meaning of Section 382(g) of the Internal Revenue
Code ("the Code") has occurred. As a result, a portion of the Company's NOL is
subject to an annual limitation for taxable years beginning after the date of
the exchange ("change date"), and a portion of the taxable year which includes
the change date. The annual limitation will be equal to the value of the stock
of the Company immediately before the ownership change, multiplied by the
long-term tax-exempt rate (i.e., the highest of the adjusted Federal long-term
rates in effect for any month in the three-calendar-month period ending with the
calendar month in which the change date occurs). This annual limitation may be
increased for any recognized built-in gain to the extent allowed in Section
382(h) of the Code. The ownership change may also limit the use of the Company's
minimum tax credit, described above, as provided in Section 383 of the Code.

Given its current economic condition, the Company's access to capital and other
financial markets is anticipated to be limited. However, to finance the
Company's growth, development, and any future expansion plans, the Company may
at some time be required to consider the issuance of other debt, equity, or
collateralized mortgage-backed securities, the proceeds of which would be used
to finance future acquisitions, refinance debt, finance mortgage receivables, or
for other purposes. Any debt incurred or issued by the Company may be secured or
unsecured, have fixed or variable rate interest, and may be subject to such
terms as management deems prudent.

Due to the uncertainties mentioned above, the independent auditors report on the
Company's financial statements for the period ended December 31, 2001 contains
an explanatory paragraph concerning the Company's ability to continue as a going
concern.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of and for the three months ended March 31, 2002, the Company had no
significant derivative financial instruments or foreign operations. Interest on
the Company's notes receivable portfolio, senior subordinated debt, capital
leases, and miscellaneous notes is fixed, whereas interest on the Company's
primary loan agreements, which totaled $279 million at March 31, 2002, is
variable. The impact of a one-point interest rate change on the outstanding
balance of variable-rate financial instruments at March 31, 2002, on the
Company's quarterly results of operations would be approximately $700,000. In
addition, if interest rates increase, the fair market value of the Company's
fixed rate notes will decline, which may negatively impact the Company's ability
to sell new notes.

PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is currently subject to litigation arising in the normal course of
its business. From time to time, such litigation includes claims regarding
employment, tort, contract, truth-in-lending, the marketing and sale of Vacation
Intervals, and other consumer protection matters. Litigation has been initiated
from time to time by persons seeking individual recoveries for themselves, as
well as, in some instances, persons seeking recoveries on behalf of an alleged
class. In the judgement of the Company, none of these lawsuits or claims against
the Company, either individually or in the aggregate, is likely to have a
material adverse effect on the Company, its business, results of operations, or
financial condition.

In October 2001, a class action was filed against the Company by plaintiffs who
purchased Vacation Intervals from the Company. The plaintiffs allege that the
Company failed to deliver them complete copies of the contracts for the purchase
of Vacation Intervals as they did not receive a complete legal description of
the resort. The plaintiffs further claim that the Company violated various
provisions of the Texas Deceptive Trade Practices Act with respect to
maintenance fees charged by the Company to its Vacation Interval owners. The
petition alleges actual damages of $34.5 million plus consequential damages of
an unspecified amount, as well as all attorneys' fees, expenses, and

                                       17
<PAGE>
costs. The Company intends to vigorously defend against the claims and believes
it has several defenses. The Company has not yet fully assessed the claims and
has not recorded an accrual for this case.

In February 2002, a class action was filed against the Company by a couple who
purchased a Vacation Interval from the Company. The plaintiffs allege that the
Company violated the Texas Government Code by charging a document preparation
fee in regard to instruments affecting title to real estate, and that such fee
constituted a partial prepayment that should have been credited against their
note. The petition seeks recovery of the $275 document preparation fee, $825 of
treble damages, and injunctions preventing the Company from engaging in such
practices. The Company has not yet fully assessed the claims and has not
recorded an accrual for this case.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

On April 1, 2001, the Company was unable to make the regularly scheduled
interest payment on its 10-1/2 % Senior Subordinated Notes due 2008 (the "Old
Notes"). The Company's payment default on the Old Notes was a direct result of
covenant defaults which had occurred under one or more of its senior credit
facilities. As it was required to do under the Old Indenture, the Company issued
a payment blockage notice to the trustee for the Old Notes (the "Old Indenture
Trustee") advising that the payment due April 1, 2001 could not be made. The Old
Indenture Trustee delivered a notice of default to the Company on May 1, 2001
when the Company failed to cure the April 1, 2001 interest payment default
within 30 days. The Old Indenture Trustee further notified the Company on May
21, 2001 that it had been instructed by holders of more than 25% of the
principal amount of the Old Notes outstanding to accelerate payment of the
principal, interest, and other charges due under the Old Notes. At March 31,
2002, the Company was still unable to make any payments on the accelerated
balances due under the Old Notes due to the payment blockage notice. The total
interest arrearage on the $66.7 million in outstanding principal amount of the
Old Notes was approximately $11.7 million.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits filed herewith.

      99.1  Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act
            of 2002

      99.2  Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act
            of 2002

(b)   Reports on Form 8-K

         The Company filed the following Current Reports on Form 8-K with the
SEC during the quarter ended March 31, 2002:

         Current Report on Form 8-K filed on March 18, 2002, relating to the
commencement of an exchange offer directed to the holders of the Company's
10-1/2% senior subordinated notes and restatement of the Company's consolidated
financial statements for 1998, 1999 and the first three quarters of 2000.

SIGNATURES

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 thereunto duly authorized.

Dated:  November 19, 2002                 By: /s/  ROBERT E. MEAD
                                              ----------------------------------
                                                   Robert E. Mead
                                                Chairman of the Board and
                                                 Chief Executive Officer

Dated:  November 19, 2002                 By: /s/  HARRY J. WHITE, JR.
                                              ----------------------------------
                                                   Harry J. White, Jr.
                                                   Chief Financial Officer

                                       18
<PAGE>
                                  CERTIFICATION

    I, Robert E. Mead, Chairman and Chief Executive Officer, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of Silverleaf
Resorts, Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report; and

      3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date:  November 19, 2002                  /s/ ROBERT E. MEAD
                                          --------------------------------------
                                          Robert E. Mead
                                          Chairman and Chief Executive Officer

                                  CERTIFICATION

    I, Harry J. White, Jr., Chief Financial Officer, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Silverleaf
Resorts, Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report; and

      3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date:  November 19, 2002                  /s/ HARRY J. WHITE, JR.
                                          --------------------------------------
                                          Harry J. White, Jr.
                                          Chief Financial Officer

                                       19
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.          DESCRIPTION
-----------          -----------
<S>                  <C>
99.1                 Certification of CEO Pursuant to Section 906 of the
                     Sarbanes-Oxley Act of 2002

99.2                 Certification of CFO Pursuant to Section 906 of the
                     Sarbanes-Oxley Act of 2002
</TABLE>