<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange
    Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED June 30, 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 0-23381

                     BINGHAM FINANCIAL SERVICES CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

           Michigan                                       38-3313951
    (State of Incorporation)                (I.R.S. Employer Identification No.)

                              260 East Brown Street
                                    Suite 200
                           Birmingham, Michigan 48009
          (Address of Principal Executive Offices, Including Zip Code)

                                 (248) 644-8838
             (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 [X] No [ ]

        Number of shares of Common Stock, no par value, outstanding as of
                            July 31, 2002: 2,476,321
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                  PAGES
                                                                                                  -----
<S>                                                                                               <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements:

          Consolidated Balance Sheet as of June 30, 2002 (unaudited) and December 31, 2001           4

          Consolidated Statement of Operations (unaudited) for the Three Months and Six
             Months Ended June 30, 2002 and 2001                                                     5

          Consolidated Statement of Cash Flows (unaudited) for the Six Months
             Ended June 30, 2002 and 2001                                                            6

          Notes to Consolidated Financial Statements                                              7-11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of
           Operations                                                                            12-20

Item 3. Quantitative and Qualitative Disclosures About Market Risk                               21-22

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                                           23

Item 4. Submission of Matters to a Vote of Security Holders                                         23

Item 6. (a)  Exhibits Required by Item 601 of Regulation S-K                                        23

Item 6. (b)  Reports on Form 8K                                                                     24

             Signatures                                                                             25
</TABLE>


                                        2
<PAGE>
As the context requires, references made in this quarterly report to "we", "us",
"our", the "Company" and similar references refer to Bingham Financial Services
Corporation and its subsidiaries, including Origen Financial, L.L.C., and its
subsidiaries.

PART I - FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS



                                       3
<PAGE>
                BINGHAM FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED BALANCE SHEET
                 JUNE 30, 2002 AND DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                                           June 30,        December 31,
                                                             2002              2001
                                                          ---------        ------------
                                                                   (Unaudited)
                      ASSETS                              (In thousands, except shares)
<S>                                                       <C>              <C>
  Cash and equivalents                                    $     371         $     440
  Restricted cash                                               611             1,739
  Loans receivable, net                                      63,261           126,591
  Servicing rights                                            7,392             6,855
  Servicing advances                                          8,781             9,940
  Furniture, fixtures and equipment, net                      1,927             1,801
  Deferred federal income taxes                               6,995             7,000
  Loan sale proceeds receivable                               4,968             5,723
  Residual interest in loans sold                             8,318                 -
  Other assets                                                7,181             7,003
                                                          ---------         ---------
     Total assets                                         $ 109,805         $ 167,092
                                                          =========         =========

        LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
  Accounts payable and accrued expenses                   $   8,074         $   5,709
  Recourse liability                                          4,776             7,860
  Advances under repurchase agreements                       43,936           105,564
  Notes payable                                              27,649            17,435
                                                          ---------         ---------
     Total liabilities                                       84,435           136,568
                                                          ---------         ---------

  Non-controlling members' interest in subsidiary            35,717            39,766
                                                          ---------         ---------

Stockholders' deficit:
  Preferred stock, no par value, 10,000,000 shares
    authorized; no shares issued and outstanding                  -                 -
  Common Stock, no par value, 10,000,000 shares
    authorized; 2,476,321 and 2,542,988
    shares issued and outstanding at June 30, 2002
    and December 31, 2001, respectively                      26,478            26,478
  Paid-in capital                                                79               322
  Accumulated deficit                                       (36,904)          (36,042)
                                                          ---------         ---------
     Total stockholders' deficit                            (10,347)           (9,242)
                                                          ---------         ---------
     Total liabilities and stockholders' deficit          $ 109,805         $ 167,092
                                                          =========         =========
</TABLE>


The accompanying notes are an integral part of the financial statements.



                                        4
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)
         FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                          Three Months Ended June 30,     Six Months Ended June 30,
                                                         -----------------------------   ---------------------------
                                                              2002            2001            2002          2001
                                                         -------------  --------------  -------------  -------------
<S>                                                      <C>            <C>             <C>            <C>
REVENUES                                                             (In thousands, except per share data)
    Interest income on loans                             $         818  $          980  $       3,953  $       4,493
    Loan servicing fees                                          2,153           2,872          4,118          5,531
    Mortgage origination fees                                        -             219              -            772
    Gain on sale and securitization of loans                         7             664          2,684          4,586
    Gain on sale of assets                                           -           1,408              -          1,403
    Other income                                                   412             363            445            684
                                                         -------------  --------------  -------------  -------------
          Total revenues                                         3,390           6,506         11,200         17,469
                                                         -------------  --------------  -------------  -------------
COSTS AND EXPENSES
    Interest expense                                               865           1,224          2,274          4,138
    Provision for credit losses and recourse liability           1,067             639          2,175          1,429
    General and administrative                                   5,053           5,251          9,755         10,276
    Loss on interest rate swap                                       -               -              -            510
    Other operating expenses                                       544             526            956            940
                                                         -------------  --------------  -------------  -------------
          Total costs and expenses                               7,529           7,640         15,160         17,293
                                                         -------------  --------------  -------------  -------------
    Income (loss) before income tax expense and
      allocation of subsidiary net loss in
      non-controlling members' interests                        (4,139)         (1,134)        (3,960)           176
    Allocation of subsidiary net loss in
      non-controlling members' interests                         3,267               -          3,103              -
                                                         -------------  --------------  -------------  -------------
    Income (loss) before income tax expense (benefit)             (872)         (1,134)          (857)           176
          Federal income tax expense (benefit)                       -            (379)             5             66
                                                         -------------  --------------  -------------  -------------
           Net income (loss)                             $        (872) $         (755) $        (862) $         110
                                                         =============  ==============  =============  =============
   Weighted average common shares outstanding,
         Basic                                               2,476,321       2,558,906      2,487,002      2,552,399
                                                         =============  ==============  =============  =============
         Diluted                                             2,476,321       2,558,906      2,487,002      2,552,399
                                                         =============  ==============  =============  =============
   Earnings (loss) per share,
         Basic                                           $       (0.35) $        (0.29) $       (0.35) $        0.04
                                                         =============  ==============  =============  =============
         Diluted                                         $       (0.35) $        (0.29) $       (0.35) $        0.04
                                                         =============  ==============  =============  =============
</TABLE>



The accompanying notes are an integral part of the financial statements.


                                      5
<PAGE>
                BINGHAM FINANCIAL SERVICES CORPORATION
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                             (UNAUDITED)
           FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001


<TABLE>
<CAPTION>
                                                             Six Months Ended June 30,
                                                            ---------------------------
                                                               2002              2001
                                                            ---------         ---------
                                                                  (In thousands)
<S>                                                         <C>               <C>
Cash flows from operating activities:
    Net cash provided by operating activities               $  51,887         $  18,575
                                                            ---------         ---------

Cash flows from investing activities:
   Proceeds from sale of assets                                     -             8,571
   Capital expenditures                                          (542)             (259)
                                                            ---------         ---------
    Net cash provided by (used in) investing activities          (542)            8,312
                                                            ---------         ---------

Cash flows from financing activities:
Advances under repurchase agreements                           57,582            96,829
   Repayment of advances under repurchase agreements         (119,210)         (120,740)
   Advances on note payable                                   135,231           167,398
   Repayment of note payable                                 (125,017)         (173,594)
                                                            ---------         ---------
    Net cash used in financing activities                     (51,414)          (30,107)
                                                            ---------         ---------

Net change in cash and cash equivalents                           (69)           (3,220)
Cash and cash equivalents, beginning of period                    440             3,521
                                                            ---------         ---------
Cash and cash equivalents, end of period                    $     371         $     301
                                                            =========         =========
</TABLE>



The accompanying notes are an integral part of the financial statements.


                                        6
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION:

    The unaudited consolidated financial statements reflect all adjustments,
    consisting only of normal recurring items, which are necessary to present
    fairly the Company's financial condition and results of operations on a
    basis consistent with that of the Company's prior audited consolidated
    financial statements. Pursuant to rules and regulations of the Securities
    and Exchange Commission applicable to quarterly reports on Form 10-Q,
    certain information and disclosures normally included in financial
    statements prepared in accordance with accounting principles generally
    accepted in the United States ("GAAP") have been condensed or omitted. These
    unaudited consolidated financial statements should be read in conjunction
    with the audited Consolidated Financial Statements and notes thereto
    included in the Company's Annual Report on Form 10-K, as amended, for the
    fiscal year ended December 31, 2001. Results for interim periods are not
    necessarily indicative of the results that may be expected for a full year.

    PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the accounts and transactions
    of the Company and its subsidiaries. Significant intercompany accounts and
    transactions have been eliminated in consolidation.

    In July 2001, the Company entered into an investment agreement with three
    investors - SUI TRS, Inc., Shiffman Family LLC and Woodward Holding, LLC -
    under which the Company agreed to recapitalize its operating subsidiaries.
    Under the investment agreement and a merger agreement entered into on
    December 18, 2001, SUI TRS, Shiffman Family LLC and Woodward Holding made
    capital contributions totaling $40 million in Origen Financial, LLC ("Origen
    LLC"), a newly formed limited liability company. The Company merged Origen
    Financial, Inc. ("Origen Inc.") and its other wholly-owned operating
    subsidiaries into Origen LLC and its subsidiaries. The mergers were
    completed April 25, 2002.

    The Company retained an initial 20% ownership interest in Origen LLC and the
    three investors received an initial 80% aggregate interest in Origen LLC.
    These interests are subject to dilution resulting from (a) grants of up to
    11.5% of the membership interests to key employees of the recapitalized
    subsidiaries, and (b) potential future issuance of additional membership
    interests in the recapitalized subsidiaries in connection with the raising
    of additional capital.

    The above transactions have been accounted for as a recapitalization of the
    Company's operating subsidiaries and, accordingly, there is no adjustment to
    the historical cost basis carrying amounts of the assets and liabilities
    transferred to Origen LLC by the Company. Although the Company retains only
    a 20% interest (33.33% voting interest) in Origen LLC, the recapitalization
    has not resulted in a change in control of Origen LLC for accounting
    purposes and the financial position and results of operations of Origen LLC
    continue to be presented on a consolidated basis in the accompanying
    financial statements. An allocation of income or losses attributable to the
    non-controlling members under the provisions of the Origen LLC operating
    agreement is accounted for in a manner similar to the minority interest.

    RECLASSIFICATIONS

    Certain prior period amounts have been reclassified to conform to the
    current period's presentation.

2. EARNINGS PER SHARE:

    Basic earnings (loss) per share is computed by dividing net income (loss)
    available to common shareholders by the number of weighted average common
    shares outstanding. At June 30, 2002 and 2001 there were approximately 0 and
    908,100 potential shares of common stock from stock options and warrants
    outstanding, respectively.



                                      7
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    The following table presents a reconciliation of the numerator (income
    (loss) available to common shareholders) and denominator (weighted average
    common shares outstanding) for the basic and diluted income (loss) per share
    calculation:


<TABLE>
<CAPTION>
                                           Three Months Ended June 30,                          Six Months Ended June 30,
                                  --------------------------------------------        ---------------------------------------------
                                         2002                      2001                      2002                      2001
                                  --------------------      ------------------        ---------------------    --------------------
                                              Earnings                                            Earnings                Earnings
                                  Shares     per share      Shares                    Shares      per share    Shares     per share
                                  --------------------      ------------------        ----------------------   ---------------------
                                                                      (Shares in thousands)
<S>                               <C>        <C>            <C>          <C>          <C>          <C>          <C>          <C>
Basic earnings per share before   2,476         $(.35)      2,558        $(.29)       2,487           $(.35)    2,552           $.04
Net dilutive effect of:
    Options                           -             -           -            -            -               -         -              -
    Warrants                          -             -           -            -            -               -         -              -
                                  -------------------       ------------------        ---------------------    ---------------------
Diluted earnings per share        2,476         $(.35)      2,558        $(.29)       2,487           $(.35)    2,552           $.04
                                  ===================       ==================        =====================     ====================
</TABLE>

3.   OTHER COMPREHENSIVE INCOME:

     Statement of Financial Accounting Standards No. 130, "Reporting
     Comprehensive Income," establishes standards for reporting comprehensive
     income. Other comprehensive income refers to revenues, expenses, gains and
     losses that under GAAP have previously been reported as separate components
     of equity in the Company's consolidated financial statements.

<TABLE>
<CAPTION>
                                                           Three Months Ended June 30,      Six Months Ended June 30,
                                                          -----------------------------    --------------------------
                                                             2002            2001             2002           2001
                                                          ------------    -------------    -----------    -----------
                                                                                 (In thousands)
<S>                                                       <C>             <C>              <C>            <C>
Net income (loss)                                         $       (872)   $        (755)   $      (862)   $       110
Other comprehensive income net of tax:
  Unrealized gain on securities net of tax of $27                    -                -              -             53
  Less reclassification adjustment for realized
    gains included in net income, net of tax of $86                  -                -              -           (168)
                                                          ------------    -------------    -----------    -----------
Comprehensive loss                                        $       (872)   $        (755)   $      (862)   $        (5)
                                                          ============    =============    ===========    ===========
</TABLE>

4.  ALLOWANCE FOR CREDIT LOSSES:

    The allowance for possible credit losses is maintained at a level believed
    to be adequate by management to absorb potential losses in the Company's
    loan portfolio. The Company's loan portfolio is comprised of homogenous
    manufactured home loans with average loan balances of less than $50,000. The
    allowance for credit losses is determined at a portfolio level and computed
    by applying loss rate factors to the loan portfolio on a stratified basis
    using current portfolio performance and delinquency levels (0-30 days, 31-60
    days, 61-90 days and more than 90 days delinquent). The Company's loss rate
    factors are based on the Company's historical loan loss experience and are
    adjusted for economic conditions and other trends affecting borrowers'
    ability to repay and estimated collateral value. The allowance for credit
    losses represents an unallocated allowance. There are no elements of the
    allowance allocated to specific individual loans or to impaired loans.




                                      8
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in the allowance for credit losses are summarized as follows:

<TABLE>
<CAPTION>
                                                   Three Months Ended June 30,    Six Months Ended June 30,
                                                  ----------------------------   ---------------------------
                                                      2002            2001           2002           2001
                                                  ------------    ------------   ------------   ------------
                                                                        (In thousands)
<S>                                               <C>             <C>            <C>            <C>
Balance at beginning of period                        $  1,442         $ 1,394        $ 1,764        $ 2,168
Provision for loan losses                                  667            (271)         1,775            519
Transfers from recourse liability                        1,400           1,427          2,600          2,426
Gross charge-offs                                       (4,172)         (3,091)        (9,055)        (7,193)
Recoveries                                               2,320           1,577          4,573          3,116
                                                  ------------    ------------   ------------   ------------
Balance at end of period                              $  1,657         $ 1,036        $ 1,657        $ 1,036
                                                  ============    ============   ============   ============
</TABLE>

    The Company periodically sells portions of its manufactured home loan
    portfolio with recourse whereby it is required to repurchase loans that meet
    certain delinquency or default criteria. The Company maintains a separate
    liability to absorb potential losses on these loans. As of June 30, 2002,
    the outstanding principal balance on manufactured home loans the Company had
    sold with recourse totaled $113.8 million. During the three and six months
    ended June 30, 2002, there were approximately $2.3 million and $3.5 million
    in charges against the recourse liability, respectively. The balance of that
    liability was approximately $4.8 million at June 30, 2002.

5. DEBT:

    Origen LLC currently has a line of credit extended by Sun Communities
    Operating Limited Partnership. On June 18, 2002 the agreement was amended,
    increasing the borrowing limit from $21.25 million to $23.125 million. On
    August 12, 2002 the agreement was further amended, increasing the borrowing
    limit from $23.125 million to $35.0 million. The line of credit will
    terminate on December 31, 2002 and the outstanding balance bears interest at
    a rate of LIBOR plus 700 basis points, with a minimum interest rate of 11%
    and a maximum interest rate of 15%. The line of credit is secured by a
    security interest in substantially all of Origen LLC's assets. Sun
    Communities Operating Limited Partnership and Woodward Holding, a member of
    Origen LLC, have entered into a participation agreement under which Sun
    Communities Operating Limited Partnership will loan up to approximately 57%
    of the borrowing limit (or $20.0 million) and Woodward Holding will loan up
    to approximately 43% of the borrowing limit (or $15.0 million) under the
    line of credit. Sun Communities Operating Limited Partnership and Woodward
    Holding jointly administer the line of credit. Bingham has guaranteed the
    obligations of Origen LLC under the line of credit and has granted the
    lenders a security interest in substantially all of its assets as security
    for the guaranty. At June 30, 2002, the outstanding balance on the line of
    credit was approximately $23.1 million and at August 1, 2002, the
    outstanding balance on the line of credit was $28.4 million.

    Bingham and Origen LLC were borrowers under a revolving credit facility with
    Standard Federal Bank (as successor to Michigan National Bank). Under this
    facility, Bingham and Origen LLC could borrow up to $10.0 million. Interest
    at a rate of 30-day LIBOR plus a spread was payable on the outstanding
    balance. The facility was terminated on June 30, 2002. The outstanding
    principal balance on the facility was $4.5 million at June 30, 2002 and was
    paid in full as of July 10, 2002.

    As of July 25, 2002 Origen LLC entered into a revolving credit facility with
    Bank One, NA to replace the terminated facility with Standard Federal Bank.
    Under this facility Origen LLC can borrow up to $8.0 million for the purpose
    of funding required principal, interest, taxes and insurance advances on
    manufactured home loans that are serviced for outside investors. Borrowings
    under the facility are repaid upon the collection by Origen LLC of monthly
    payments made by borrowers under such manufactured home loans. A negotiated
    interest rate is payable on the outstanding balance. To secure the loan from
    Bank One, Origen LLC has granted Bank One a security interest in
    substantially all its assets. Bingham has guaranteed the obligations of
    Origen LLC under the line of credit and has granted the lenders a security
    interest in substantially all of its assets as security for the guaranty.
    The facility has a termination date of May 31, 2003.



                                      9
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


    In December 2001, Credit Suisse First Boston Mortgage Capital and Origen
    LLC, through its special purpose subsidiary Origen Special Holdings, LLC
    entered into a master repurchase agreement. Under the agreement, Origen LLC
    contributes manufactured home loans it originates or purchases to Origen
    Special Holdings, Origen Special Holdings then transfers the manufactured
    home loans to Credit Suisse First Boston against the transfer of funds from
    Credit Suisse First Boston and Origen Special Holdings transfers the funds
    to Origen LLC for operations. Bingham guaranteed the obligations of Origen
    Special Holdings under this agreement. The maximum financing limit on the
    facility is $150.0 million. The annual interest rate on the facility is a
    variable rate equal to LIBOR plus a spread. The loans are financed on the
    facility at varying advance rates on the lesser of the then current face
    value or market value of the loans. The advance rates depend on the
    characteristics of the loans financed. The facility was set to terminate on
    May 28, 2002, but was extended and will now terminate on May 27, 2003. At
    June 30, 2002, the aggregate amount advanced by Credit Suisse First Boston
    under the facility was $43.9 million.

    At June 30, 2002 and December 31, 2001 total debt outstanding was as
    follows:

<TABLE>
<CAPTION>
                                                    June 30,           December 31,
                                                      2002                 2001
                                                  ------------         ------------
                                                            (In thousands)
<S>                                               <C>                  <C>
Loans sold under agreements to repurchase         $     43,936         $    105,564
Revolving credit facility                                4,532                6,250
Term loan                                               23,117               11,185
                                                  ------------         ------------
                                                  $     71,585         $    122,999
                                                  ============         ============
</TABLE>

6. RESIDUAL INTEREST IN LOANS SOLD AND SECURITIZED:

    The Company through Origen LLC securitizes manufactured home loans. Under
    the current legal structure of the securitization program, the Company sells
    manufactured home loans it originates and purchases to a trust for cash. The
    trust sells asset-backed bonds secured by the loans to investors. The
    Company records certain assets and income based upon the difference between
    all principal and interest received from the loans sold and the following
    factors: (i) all principal and interest required to be passed through to the
    asset-backed bond investors, (ii) all excess contractual servicing fees,
    (iii) other recurring fees and (iv) an estimate of losses on loans. The
    Company continues to service the securitized loans.

    The Company retains the right to service the loans it securitizes. Fees for
    servicing the loans are based on a contractual percentage per annum of the
    unpaid principal balance of the associated loans. The Company recognizes a
    servicing asset in addition to its gain on sale of loans. The servicing
    asset is calculated as the present value of the expected future net
    servicing income in excess of adequate compensation for a substitute
    servicer, based on common industry assumptions and the company's historical
    experience. These factors include default and prepayment speeds.

    The Company follows the provisions of SFAS 140, Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of Liabilities in the
    valuation of its residual interests. The key economic assumptions used in
    measuring the retained interests resulting from the securitization completed
    in the quarter ended March 31, 2002 were as follows:

<TABLE>
<S>                                                            <C>
Prepayment speed                                               175.00% MHP
Weighted average life (months)                                    311
Discount rate                                                   15.00%
Expected credit losses                                           8.25%
</TABLE>

    The Company will assess the carrying value of the residual receivables for
    impairment on a monthly basis. There can be no assurance that the Company's
    estimates used to determine the residual receivable and the servicing asset
    valuations will remain appropriate for the life of the securitization. If
    actual loan prepayments or defaults exceed the Company's estimates, the
    carrying value of the Company's residual receivable and/or servicing asset
    may decrease through a charge against earnings in the period management
    recognizes the disparity.




                                      10
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.  RECENT ACCOUNTING PRONOUNCEMENTS:

    During July 2001, Statement of Financial Accounting Standards No. 142,
    "Goodwill and Other Intangible Assets" ("SFAS 142") was issued. The
    statement provides the accounting and reporting standards for goodwill. SFAS
    142 will not impact the Company's financial position or results of
    operations because the Company had no goodwill on its balance sheet at June
    30, 2002.




                                      11
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

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

    The following discussion and analysis provides information on material
    factors affecting our results of operations and significant balance sheet
    changes. This discussion should be read in conjunction with the consolidated
    financial statements and notes included herein and our Annual Report on Form
    10-K, as amended for the fiscal year ended December 31, 2001. Results of
    operations for the three-month period presented are not necessarily
    indicative of results which may be expected for the entire year.

    FORWARD-LOOKING STATEMENTS

    This quarterly report contains forward-looking statements based on our
    current expectations, estimates and projections about our industry,
    management's beliefs and certain assumptions made by us. Words such as
    "anticipates," "expects," "intends," "plans," "believes," "seeks,"
    "estimates," "may," "will" and variations of these words or similar
    expressions are intended to identify forward-looking statements. In
    addition, any statements that refer to expectations, projections or other
    characterizations of future events or circumstances, including any
    underlying assumptions, are forward-looking statements. Such statements are
    not guarantees of future performance and are subject to certain risks,
    uncertainties and assumptions that are difficult to predict. Therefore, our
    actual results could differ materially and adversely from those anticipated
    in any forward-looking statements as a result of numerous factors, many of
    which are described in the "Factors That May Affect Future Results" section
    in Item 1 of our Annual Report on Form 10-K, as amended for the year ended
    December 31, 2001. You should carefully consider those risks, in addition to
    the other information in this quarterly report and in our other filings with
    the SEC. We undertake no obligation to revise or update publicly any
    forward-looking statements for any reason.

    CRITICAL ACCOUNTING POLICIES

    We have identified critical accounting policies that, as a result of the
    judgments, uncertainties, uniqueness and complexities of the underlying
    accounting standards and operations involved, could result in material
    changes to our financial condition or results of operations under different
    conditions or using different assumptions.

    We believe our most critical accounting policies are related to the
    following areas: allowance for credit losses, liability for loans sold with
    recourse, deferred taxes and accounting for securitizations. Details
    regarding our use of these policies and the related estimates are described
    fully in our 2001 Annual Report filed with the Securities and Exchange
    Commission on Form 10-K, as amended. During the second quarter of 2002,
    there have been no material changes to our critical accounting policies that
    impacted our financial condition or results of operations.

    RESULTS OF OPERATIONS

    Results for the quarter ended June 30, 2002 include the following:

    -    Manufactured home loan originations for the quarter ended June 30, 2002
         were $48.8 million versus $63.8 million in the quarter ended June 30,
         2001, a decrease of 23.5%. Manufactured home shipments continued to be
         weak with shipments for the quarter ended June 30, 2002 down 9.6%
         compared to shipments for the quarter ended June 30, 2001.

    -    Additions to the allowance for credit losses and provision for recourse
         liability were approximately $1.1 million for the quarter ended June
         30, 2002, compared to $639,000 in the quarter ended June 30, 2001, an
         increase of 66.9%. The continued glut of repossessions continues to
         negatively impact recovery rates.

    We reported a pre-tax loss prior to the allocation of income to
    non-controlling members' interests of $4.1 million for the quarter ended
    June 30, 2002, compared to pre-tax loss of $1.1 million for the quarter
    ended June 30, 2001. For the six months ended June 30, 2002 we reported a
    pre-tax loss prior to the allocation of income to non-controlling members'
    interests of $3.9 million, compared to a pre-tax gain of $176,000 for the
    six months ended June 30, 2001. The pre-tax loss for the current quarter
    includes an approximate $1.1 million provision for credit losses and
    recourse liability.



                                      12
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

    Interest income on manufactured home loans was $769,000 for the quarter
    ended June 30, 2002 compared to $810,000 for the quarter ended June 30,
    2001, a decrease of 5.1%. The decrease is primarily the result of a decrease
    in the average yield on the manufactured home portfolio, which was 9.10% for
    the quarter ended June 30, 2002 compared to 9.55% for the quarter ended June
    30, 2001. The decrease in the average yield on the portfolio was slightly
    offset by an increase in the average outstanding receivable balance, which
    was $35.7 million for the quarter ended June 30, 2002 compared to $33.9
    million for the quarter ended June 30, 2001, an increase of 5.3%. Interest
    income on other loan receivables totaled approximately $49,000 for the
    quarter ended June 30, 2002 compared to approximately $170,000 for the
    quarter ended June 30, 2001, a decrease of approximately 71.2%. The decrease
    was primarily the result of the sale of our commercial mortgage loan
    portfolio in June 2001.

    For the six months ended June 30, 2002 interest income on manufactured home
    loans was $3.9 million compared to $4.1 million for the six months ended
    June 30, 2001, a decrease of 4.9%. The decrease is primarily the result of a
    decrease in the average yield on the manufactured home portfolio, which was
    10.60% for the six months ended June 30, 2002 compared to 11.64% for the six
    months ended June 30, 2001. Interest income on other loan receivables
    totaled approximately $97,000 for the six months ended June 30, 2002
    compared to approximately $411,000 for the six months ended June 30, 2001, a
    decrease of 76.4%. Again, the significant decrease is primarily the result
    of the sale of the commercial loan portfolio in June 2001.

    Interest expense for the quarter ended June 30, 2002 was $865,000 compared
    to $1.2 million for the quarter ended June 30, 2001, a decrease of 27.9%.
    The decrease is primarily a result of the decrease in the average
    outstanding balance of debt used to finance the loan receivables and fund
    operations. Average outstanding debt was $43.6 million for the quarter ended
    June 30, 2002 compared to $59.6 million for the quarter ended June 30, 2001,
    a decrease of 26.8%. The average borrowing rate decreased approximately 30
    basis points to 7.9% for the quarter ended June 30, 2002 compared to 8.2%
    for the quarter ended June 30, 2001. The decrease in the average borrowing
    rate is primarily related to a decrease in the average LIBOR rate of
    approximately 268 basis points for the three months ended June 30, 2002 as
    compared to the three months ended June 30, 2001. Our current financing
    sources are primarily variable rate facilities that use the 30 day LIBOR
    rate as an index. The decrease in the LIBOR based borrowing facilities was
    partially offset by the increase in the rate on our line of credit from Sun
    Communities Operating Limited Partnership which increased to 11.0% for the
    quarter ended June 30, 2002 compared to 6.9% for the three months ended June
    30, 2001.

    The following tables set forth the extent to which our net interest income
    has been affected by changes in average interest rates and average balances
    of interest-earning assets and interest-bearing liabilities.

<TABLE>
<CAPTION>
                                                            Three months ended June 30, 2002 and 2001
                          ----------------------------------------------------------------------------------------------------------
                               Average Balance         Average Rate             Interest          Increase      Variance due to:
                          ----------------------------------------------------------------------------------------------------------
                              2002         2001        2002      2001         2002        2001     (Decrease)   Volume      Rate
                          ----------------------------------------------------------------------------------------------------------
Interest-earning assets:                                        (Dollars in thousands)
<S>                       <C>          <C>            <C>      <C>           <C>         <C>        <C>        <C>        <C>
  Manufactured home loans $    35,680  $    33,918     9.10%     9.55%       $  769      $   810    $   (41)   $    42    $    (83)
  Other interest earning
    assets                      3,081        7,155     6.36%     9.50%           49          170       (121)       (97)        (24)
                          ----------------------------------------------------------------------------------------------------------
                          $    38,761  $    41,073     8.77%     9.54%       $  818      $   980    $  (162)   $   (55)   $   (107)
                          ----------------------------------------------------------------------------------------------------------
Interest-bearing
Liabilities
  Term loan               $         -  $     4,000        -    11.68%        $    -      $   117    $  (117)   $  (117)   $      -
  Line of credit               21,392       35,431    10.18%    6.85%           544          607        (63)      (240)        177
  Loans sold under
    repurchase                 22,177       20,195     5.79%    9.91%           321          500       (179)        49        (228)
                          ----------------------------------------------------------------------------------------------------------
                          $    43,569  $    59,626     7.94%     8.21%       $  865      $ 1,224    $  (359)   $  (308)   $    (51)
                          ----------------------------------------------------------------------------------------------------------

Interest rate spread                                   0.83%     1.33%
Excess average earning
  assets                  $   (4,808)  $  (18,553)     8.77%     9.54%
                          =============================================
Net interest margin                                   (0.05%)   (1.28%)      $  (47)     $  (244)   $   197    $   253    $    (56)
                                                    ================================================================================
</TABLE>



                                       13
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION


<TABLE>
<CAPTION>
                                                               Six months ended June 30, 2002 and 2001
                          ----------------------------------------------------------------------------------------------------------
                               Average Balance         Average Rate             Interest           Increase     Variance due to:
                          ------------------------------------------------------------------------          ------------------------
                              2002          2001      2002       2001       2002         2001     (Decrease)    Volume      Rate
                          ----------------------------------------------------------------------------------------------------------
                                                                 (Dollars in thousands)
<S>                       <C>             <C>         <C>       <C>        <C>          <C>         <C>         <C>        <C>
Interest-earning assets:
  Manufactured home loans $    73,566     $ 70,149    10.60%    11.64%     $  3,856     $  4,082    $  (226)    $   99     $  (325)
  Other interest earning
    assets                      3,251        7,535     5.97%    10.91%           97          411       (314)      (116)       (198)
                          ----------------------------------------------------------------------------------------------------------
                          $    76,817     $ 77,684    10.40%    10.76%     $  3,953     $  4,493    $  (540)    $  (17)    $  (523)
                          ----------------------------------------------------------------------------------------------------------
Interest-bearing
Liabilities
  Term loan               $         -     $  4,000        -     11.68%     $      -     $    234    $  (234)    $  (234)   $     -
  Line of credit               20,760       46,605    10.26%     7.48%        1,065        1,744       (679)       (483)      (196)
  Loans sold under
    repurchase                 58,264       44,623     4.15%     9.43%        1,209        2,160       (951)        322     (1,273)
                          ----------------------------------------------------------------------------------------------------------
                          $    79,024     $ 95,228     5.76%     8.69%     $  2,274     $  4,138    $(1,864)    $  (395)   $(1,469)
                          ----------------------------------------------------------------------------------------------------------

Interest rate spread                                   4.64%     2.07%
Excess average earning
  assets                  $    (2,207)    $(17,544)   10.40%    10.76%
                          =============================================
Net interest margin                                    4.48%     0.91%     $  1,679     $    355    $  1,324    $   378    $  946
                                                    ==============================================================================
</TABLE>

    Loan servicing fees, which are reported net of amortization of servicing
    assets, were $2.2 million for the three months ended June 30, 2002, compared
    to $2.8 million for the three months ended June 30, 2001, a decrease of
    27.6%. The average principal balance of loans serviced for others was
    approximately $1.2 billion for the quarter ended June 30, 2002 compared to
    $2.2 billion for the quarter ended June 30, 2001. The large decrease is the
    result of the sale of the commercial loan portfolio serviced for others,
    which was sold along with certain of the other assets of our commercial
    origination and servicing subsidiaries in June 2001. The weighted average
    service fee rate on the manufactured home portfolio for the quarter ended
    June 30, 2002 was .72% compared to .82% for the quarter ended June 30, 2001
    a decrease of 12.2%. For the six months ended June 30, 2002 net loan
    servicing fees were $4.1 million compared to $5.5 million for the six months
    ended June 30, 2001.

    Under the current legal structure of our securitization program we sell
    manufactured home loans we originate and purchase to a trust for cash. The
    trust sells asset-backed bonds secured by the loans to investors. We record
    certain assets and income based upon the difference between all principal
    and interest received from the loans sold and the following factors: (i) all
    principal and interest required to be passed through to the asset-backed
    bond investors, (ii) all excess contractual servicing fees, (iii) other
    recurring fees and (iv) an estimate of losses on loans. At the time of the
    securitization we estimate these amounts based upon a declining principal
    balance of the underlying loans, adjusted by an estimated prepayment and
    loss rate, and capitalize these amounts using a discount rate that market
    participants would use for similar financial instruments. These capitalized
    assets are recorded as residual receivables. We believe the assumptions we
    have used are appropriate and reasonable.

    We retain the right to service the loans we securitize. Fees for servicing
    the loans are based on a contractual percentage per annum of the unpaid
    principal balance of the associated loans. We recognize a servicing asset in
    addition to our gain on sale of loans. The servicing asset is calculated as
    the present value of the expected future net servicing income in excess of
    adequate compensation for a substitute servicer, based on common industry
    assumptions and our historical experience. These factors include default and
    prepayment speeds.




                                      14
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

The key economic assumptions used in measuring the initial retained interests
resulting from the securitization completed in the quarter ended March 31, 2002
were as follows:

<TABLE>
<S>                                                     <C>
        Prepayment speed                                175.00% MHP
        Weighted average life (months)                     311
        Discount rate                                    15.00%
        Expected credit losses                            8.25%
</TABLE>

We periodically sell manufactured home loans on a whole-loan basis. At the
time of such loan sales, we recognize recourse liabilities pursuant to our
future obligations, if any, to the applicable loan purchasers under the
provisions of the respective sale agreements. Under our existing recourse
obligations, we are required to repurchase any loan contract that goes into
default, as defined in the respective loan agreement, for the life of each
loan sold, at an amount equal to the outstanding principal balance and
accrued interest, and refund any purchase premiums. The loan purchasers have
no recourse to our other assets for failure of debtors to pay when due.

The loan pools subject to recourse provisions are comprised of homogenous
manufactured home loans with an average loan balance of less than $50,000.
The estimated recourse liability is calculated based on historical default
rates and loss experience for pools of similar loans we originate and
service. These loss rates are applied to each pool of loans subject to
recourse provisions and the resulting estimated recourse liability
represents the present value of the expected obligations under those
recourse provisions. The loss rates are adjusted for economic conditions and
other trends affecting borrowers' ability to repay and estimated collateral
value. The recourse liability is calculated at a portfolio level and there
are no elements of the estimated recourse liability allocated to specific
loans. At June 30, 2002 we had principal balance of loans sold with recourse
of $113.8 million and had recorded liability of $4.8 million compared to
$135.9 million of principal balance of loans sold with recourse and recorded
liability of $7.9 million at June 30, 2001.

In January 2001, we repurchased loans with principal balances of
approximately $15.0 million that had previously been sold with recourse and
subsequently securitized those loans as part of our March 2001
securitization. As a result of the elimination of our recourse obligations
associated with the repurchased loans, the related previously recognized
recourse obligation of approximately $450,000 was derecognized at the time
of the repurchase.

Changes in the recorded recourse liability are summarized as follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended June 30,     Six Months Ended June 30,
                                                           ---------------------------     -------------------------
                                                               2002            2001           2002            2001
                                                           -----------      ----------     ---------       ---------
                                                                                 (In thousands)
<S>                                                        <S>              <C>            <C>             <C>
Balance at beginning of period                             $     6,660      $    7,864     $   7,860       $   9,313
Provision for recourse liability                                   400             910           400             910
Charges against recourse liability                                (884)              -          (884)              -
Adjustment related to repurchase of loans
  to put in securitization                                           -               -             -            (450)
Transfer to allowance for credit losses                         (1,400)         (1,427)       (2,600)         (2,426)
                                                           -----------      ----------     ---------       ---------
Balance at end of period                                   $     4,776      $    7,347     $   4,776       $   7,347
                                                           ===========      ==========     =========       =========
</TABLE>

Our loan portfolio is comprised of homogenous manufactured home loans with an
average loan balance of less than $50,000. The allowance for credit losses is
determined at a portfolio level and computed by applying loss rate factors to
the loan portfolio on a stratified basis using current portfolio performance and
delinquency levels (0-30 days, 31-60 days, 61-90 days and more than 90 days
delinquent). Our loss rate factors are based on historical loan loss experience
and are adjusted for economic conditions and other trends affecting borrowers'
ability to repay and estimated collateral value. The allowance for loan losses
represents an unallocated allowance; there are no elements of the allowance
allocated to specific individual loans or to impaired loans.




                                      15
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

For the quarter ended June 30, 2002 the provision for credit losses was
approximately $667,000 compared to a reversal of $421,000 for the quarter ended
June 30, 2001. The increase is primarily attributable to the increase in the
principal balance of loans more than 60 days delinquent, which were $3.3 million
at June 30, 2002 compared to $1.9 million at June 30, 2001.

The allowance for credit losses as a percentage of gross manufactured home loans
outstanding was 2.69% at June 30, 2002 compared to 1.67% at June 30, 2001, an
increase of approximately 102 basis points. The increase is primarily the result
of the March 2002 securitization and sale of the majority of our performing
loans resulting in the remaining portfolio being made up of a disproportionate
amount of non performing loans.

Changes in the allowance for credit losses are summarized as follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended June 30,      Six Months Ended June 30,
                                                          -----------------------------   ---------------------------
                                                             2002             2001            2002           2001
                                                          -------------   -------------   -----------   -------------
                                                                               (In thousands)
<S>                                                       <C>             <C>             <C>           <C>
Balance at beginning of period                            $       1,442   $       1,394   $      1,764  $       2,168
Provision for loan losses                                           667            (271)         1,775            519
Transfers from recourse liability                                 1,400           1,427          2,600          2,426
Gross charge-offs                                                (4,172)         (3,091)        (9,055)        (7,193)
Recoveries                                                        2,320           1,577          4,573          3,116
                                                          --------------  -------------   ------------  -------------
Balance at end of period                                  $       1,657   $       1,036        $ 1,657  $       1,036
                                                          ==============  =============   ============  =============
</TABLE>

General and administrative expenses totaled approximately $5.1 million for the
quarter ended June 30, 2002 compared to $5.3 million for the quarter ended June
30, 2001, a decrease of 3.8%. Personnel costs, the largest component of general
and administrative expenses, decreased to $3.7 million for the quarter ended
June 30, 2002 versus $3.9 million for the quarter ended June 30, 2001, a 5.1%
decrease. The decrease is principally due to a decrease in staff resulting from
the sale of our commercial mortgage operations in June 2001 and a decrease in
incentive commissions resulting from fewer manufactured home loan originations.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the measurement of our ability to have adequate cash or access to
cash at all times in order to meet financial obligations when due as well as to
fund corporate expansion or other activities. We expect to meet our liquidity
requirements through a combination of working capital provided by operating
activities, draws on our lines of credit, advances under our master repurchase
agreement, whole loan sales and periodic securitizations of our loan portfolio.
We may also issue additional equity in Bingham or its subsidiaries when and if
we believe existing shareholders are likely to benefit from such offerings.

As of June 30, 2002 total borrowings were $71.6 million compared to $123.0
million at December 31, 2001, a decrease of 41.8%. The decreased borrowings were
primarily the result of the securitization of approximately $135.0 million of
manufactured home loans completed on March 27, 2002. Proceeds from the
securitization totaled approximately $128.0 million which were used to pay down
our existing lines of credit. The origination of new manufactured home loans
also impacts total borrowings. Loan originations for the six months ended June
30, 2002 were $73.9 million compared to $135.6 million for the six months ended
June 30, 2001, a decrease of 45.5%

Our primary sources of liquidity include cash generated from operations,
borrowing availability under our three credit facilities and our securitization
program through which loans are sold into the asset backed securities market.




                                      16
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

Origen LLC currently has a line of credit extended by Sun Communities Operating
Limited Partnership. On June 18, 2002 the agreement was amended, increasing the
borrowing limit from $21.25 million to $23.125 million. On August 12, 2002 the
agreement was further amended, increasing the borrowing limit from $23.125
million to $35.0 million. The line of credit will terminate on December 31, 2002
and the outstanding balance bears interest at a rate of LIBOR plus 700 basis
points, with a minimum interest rate of 11% and a maximum interest rate of 15%.
The line of credit is secured by a security interest in substantially all of
Origen LLC's assets. Sun Communities Operating Limited Partnership and Woodward
Holding, a member of Origen LLC, have entered into a participation agreement
under which Sun Communities Operating Limited Partnership will loan up to
approximately 57% of the borrowing limit (or $20.0 million) and Woodward Holding
will loan up to approximately 43% of the borrowing limit (or $15.0 million)
under the line of credit. Sun Communities Operating Limited Partnership and
Woodward Holding jointly administer the line of credit. Bingham has guaranteed
the obligations of Origen LLC under the line of credit and has granted the
lenders a security interest in substantially all of its assets as security for
the guaranty. At June 30, 2002, the outstanding balance on the line of credit
was approximately $23.1 million and at August 1, 2002, the outstanding balance
on the line of credit was $28.4 million.

Woodward Holding is a member of Origen LLC and Sun Communities Operating
Limited Partnership is a beneficial owner of SUI TRS, Inc., another member
of Origen LLC. In addition, Gary A. Shiffman, Bingham's Chairman of the
Board, and Arthur A. Weiss, a Director of Bingham, are affiliates of Sun
Communities Operating Limited Partnership. Please see Bingham's Annual
Report on Form 10-K, as amended, for a discussion of the effect of their
related party transactions on our liquidity and capital resources.

Bingham and Origen LLC were borrowers under a revolving credit facility with
Standard Federal Bank (as successor to Michigan National Bank). Under this
facility, Bingham and Origen LLC could borrow up to $10.0 million. Interest
at a rate of 30-day LIBOR plus a spread was payable on the outstanding
balance. The facility was terminated on June 30, 2002. The outstanding
principal balance on the facility was $4.5 million at June 30, 2002. The
balance was paid in full as of July 10, 2002.

As of July 25, 2002 Origen LLC entered into a revolving credit facility with
Bank One, NA to replace the terminated facility with Standard Federal Bank.
Under this facility Origen LLC can borrow up to $8.0 million for the purpose
of funding required principal, interest, taxes and insurance advances on
manufactured home loans that are serviced for outside investors. Borrowings
under the facility are repaid upon the collection by Origen LLC of monthly
payments made by borrowers under such manufactured home loans. A negotiated
interest rate is payable on the outstanding balance. To secure the loan from
Bank One, Origen LLC has granted Bank One a security interest in
substantially all of its assets. Bingham has guaranteed the obligations of
Origen LLC under the line of credit and has granted the lenders a security
interest in substantially all of its assets as security for the guaranty.
The facility has a termination date of May 31, 2003. At August 1, 2002, the
outstanding balance on the Bank One line of credit was $4.0 million.

Credit Suisse First Boston and Origen LLC's special purpose subsidiary
Origen Special Holdings, LLC, are parties to a master repurchase agreement.
Under this agreement, Origen LLC contributes manufactured home loans it
originates or purchases to Origen Special Holdings. Origen Special Holdings
then transfers the manufactured home loans to Credit Suisse First Boston
against the transfer of funds from Credit Suisse First Boston and Origen
Special Holdings transfers the funds to Origen LLC for operations. Bingham
guarantees the obligations of Origen Special Holdings under this agreement.
The maximum financing limit on the facility is $150.0 million.

The annual interest rate on the facility is a variable rate equal to LIBOR
plus a spread. The loans are financed on the facility at varying advance
rates on the lesser of the then current face value or market value of the
loans. The advance rates depend on the characteristics of the loans
financed. In May 2002, the termination date of the facility was extended to
May 27, 2003. At June 30, 2002, the aggregate amount advanced by Credit
Suisse First Boston under the facility was $43.9 million and at August 1,
2002 the aggregate amount advanced under the facility was $63.7 million.



                                       17
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

    In addition to these borrowings, we have fixed contractual obligations under
    various lease agreements. Our contractual obligations were comprised of the
    following as of June 30, 2002:


<TABLE>
<CAPTION>
                                                             Less than
                                        Total                 1 year            1-3 years        4-5 years
                                   --------------         --------------      ------------      ------------
                                                                    (In thousands)
<S>                                <C>                    <C>                 <C>               <C>
Repurchase obligations  (1)        $       43,936         $       43,936      $          -      $          -
Lines of credit  (2)                       27,649                 27,649                 -                 -
Operating leases                            1,642                    881               739                22
                                   --------------         --------------      ------------      ------------
  Total contractual obligations    $       73,227         $       72,466      $        739      $         22
                                   ==============         ==============      ============      ============

Guarantees (3)                     $       67,053         $       67,053
</TABLE>

(1) These repurchase obligations are owed by Origen LLC to Credit Suisse First
    Boston.

(2) Origen LLC is the borrower under the Sun Communities Operating Limited
    Partnership line of credit and Origen LLC and Bingham are co-borrowers
    under the Standard Federal Bank line of credit.

(3) Bingham is the guarantor of the obligations of Origen LLC under the Credit
    Suisse First Boston repurchase agreement and under the Sun Communities
    Operating Limited Partnership line of credit.

Our future liquidity and capital requirements depend on numerous factors, many
of which are outside of our control. Based on our business model and the nature
of the capital markets, we expect we will need to raise additional capital
before the end of 2002, even if we maintain our borrowing relationships with
Credit Suisse First Boston and Sun Communities Operating Limited Partnership and
Bank One. As a result, during that time we will need to obtain funding from
sources such as operating activities, loan sales or securitizations, sales of
debt or member interests by Origen LLC or additional debt financing
arrangements. Our ability to obtain funding from operations may be adversely
impacted by, among other things, market and economic conditions in the
manufactured home financing markets generally, including decreased sales of
manufactured homes. Our ability to obtain funding from loan sales and
securitizations may be adversely impacted by, among other things, the price and
credit quality of our loans, conditions in the securities markets generally (and
specifically in the asset-backed securities), compliance of our loans with the
eligibility requirements for a particular securitization and any material
negative rating agency action pertaining to certificates issued in our
securitizations. Our ability to obtain funding from sales of securities or debt
financing arrangements may be adversely impacted by, among other things, market
and economic conditions in the manufactured home financing markets generally and
our financial condition and prospects.

We will also need additional funds to meet our long-term capital needs. In order
to meet these capital needs, in addition to the sources of capital referenced
above, we believe we must raise additional capital or merge or enter into a
joint venture or otherwise enter into a strategic business relationship that
would provide access to low-cost funds. We may not be able to enter into such a
relationship on favorable terms, or at all, if our business is adversely
affected by any of the factors described in the preceding paragraph. While we
continue to pursue these options with respect to meeting our long-term capital
needs, there can be no assurance that these efforts will be successful. If these
efforts are not successful, our ability to continue operations would be
jeopardized.

LOANS RECEIVABLE

Net loans receivable were $63.3 million at June 30, 2002 compared to $126.6
million at December 31, 2001, a decrease of $63.3 million or 50.0%. For the
three and six months ended June 30, 2002 manufactured home loan originations
were $48.8 million and $73.9 million, respectively. New loan originations were
offset by the securitization and sale of approximately $135.0 million of
principal balance of manufactured home loans in March 2002.




                                       18
<PAGE>
                  BINGHAM FINANCIAL SERVICES CORPORATION

The carrying amounts of loans receivable consisted of the following:

<TABLE>
<CAPTION>
                                      June 30,        December 31,
                                       2002              2001
                                     -------            --------
                                           (In thousands)
<S>                                  <C>                <C>
Manufactured home loans              $64,592            $128,208
Floor plan loans                         794               1,094
Accrued interest receivable              491                 903
Deferred fees                           (959)             (1,850)
Allowance for credit losses           (1,657)             (1,764)
                                     -------            --------
                                     $63,261            $126,591
                                     =======            ========
</TABLE>


The following table sets forth the average loan balance, weighted average
loan yield and weighted average initial term of the manufactured home loan
portfolio:

<TABLE>
<CAPTION>
                                                    June 30,       December 31,
                                                      2002            2001
                                                   --------         --------
                                                      (Dollars in thousands)
<S>                                                <C>              <C>
Gross principal balance MH loans receivable        $ 64,592         $128,208
Number of loans receivable                            1,459            3,117
Average loan balance                               $     45         $     41
Weighted average loan yield                           10.44%           10.85%
Weighted average initial term                      24 years         26 years
</TABLE>

Delinquency statistics for the manufactured home loan portfolio are as follows:


<TABLE>
<CAPTION>
                                                                         June 30, 2002
                                                 ------------------------------------------------------------
                                                                        Days delinquent
                                                                 ------------------------------
                                                   Gross                                Greater
                                                 Principal                               than        Total
                                                  Balance        31-60       61-90        90       Delinquent
                                                  -------        -----       -----      -------    ----------
                                                                      (Dollars in thousands)
<S>                                               <C>             <C>         <C>         <C>         <C>
Manufactured home loans available for sale        $ 64,592        1.3%        0.5%        4.6%        6.4%
Manufactured home loans sold with recourse         113,806        3.6%        0.8%        0.9%        5.3%
                                                  --------        ---         ---         ---         ---
    Total                                         $178,398        2.8%        0.7%        2.2%        5.7%
                                                  ========        ===         ===         ===         ===

</TABLE>


<TABLE>
<CAPTION>
                                                                       December 31, 2001
                                                 ------------------------------------------------------------
                                                                        Days delinquent
                                                                 ------------------------------
                                                   Gross                                Greater
                                                 Principal                               than        Total
                                                  Balance        31-60       61-90        90       Delinquent
                                                 ---------       -----       -----      -------    ----------
                                                                     (Dollars in thousands)
<S>                                              <C>             <C>         <C>        <C>        <C>
Manufactured home loans available for sale        $128,208        2.6%        0.6%        2.0%        5.2%
Manufactured home loans sold with recourse         125,588        3.2%        0.8%        1.4%        5.4%
                                                  --------        ---         ---         ---         ---

    Total                                         $253,796        2.9%        0.7%        1.7%        5.3%
                                                  ========        ===         ===         ===         ===
</TABLE>



                                       19
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

Non-performing loans as a percentage of the total portfolio of manufactured home
loans available for sale increased to 4.6% at June 30, 2002 compared to 2.0% at
December 31, 2001. The increase is primarily the result of the sale of the
majority of our performing loans in the $135.0 million manufactured home loan
securitization completed in March 2002. The gross principal balance of
non-performing loans was approximately $3.0 million at June 30, 2002 compared to
$2.6 million at December 31, 2001 an increase of 15.4%. We define non-performing
loans as those loans that are 90 or more days delinquent in contractual
principal payments.



                                       20
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

    ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Market risk is the risk of loss arising from adverse changes in market
    prices and interest rates. Our market risk arises from interest rate risk
    inherent in our financial instruments. We are not currently subject to
    foreign currency exchange rate risk or commodity price risk.

    The following table shows the contractual maturity dates of our assets and
    liabilities. For each maturity category in the table the difference between
    interest-earning assets and interest-bearing liabilities reflects an
    imbalance between repricing opportunities for the two sides of the balance
    sheet. The consequences of a negative cumulative gap at the end of one year
    suggests that, if interest rates were to rise, liability costs would
    increase more quickly than asset yields, placing negative pressure on
    earnings.


<TABLE>
<CAPTION>
                                                                                Maturity
                                                      ------------------------------------------------------------
                                                       0 to 3           4 to 12          1 to 5           Over 5
                                                       Months           Months            Years            Years           Total
                                                      ---------        ---------        ---------        ---------       ---------
                                                                    (Dollars in thousands)
<S>                                                   <C>              <C>              <C>              <C>             <C>
           Assets
  Cash and equivalents                                $     371        $      --        $      --        $      --       $     371
  Restricted cash                                           611               --               --               --             611
  Loans receivable, net                                   1,407              388            2,715           58,751          63,261
  Servicing rights                                          304              703            4,805            1,580           7,392
  Servicing advances                                      5,648            3,133               --               --           8,781
  Furniture, fixtures and equipment, net                    173              482            1,272               --           1,927
  Deferred federal income taxes                              --               --            1,622            5,373           6,995
  Loan sale proceeds receivable                             229              637            2,943            1,159           4,968
  Residual interest in loans sold                            --               --            5,151            3,167           8,318
  Other assets                                            5,069            1,861               --              251           7,181
                                                      ---------        ---------        ---------        ---------       ---------
    Total assets                                      $  13,812        $   7,204        $  18,508        $  70,281       $ 109,805
                                                      =========        =========        =========           ======       =========

     Liabilities and Stockholders' Deficit
Liabilities:
  Accounts payable and accrued expenses               $   7,394        $     430        $     250        $      --       $   8,074
  Recourse liability                                        719              700            1,571            1,786           4,776
  Advances under repurchase agreements                       --           43,936               --               --          43,936
  Notes Payable                                           4,532           23,117               --               --          27,649
                                                      ---------        ---------        ---------        ---------       ---------
    Total Liabilities                                    12,645           68,183            1,821            1,786          84,435
                                                      ---------        ---------        ---------        ---------       ---------
  Non-controlling members' interest                          --               --               --           35,717          35,717
                                                      ---------        ---------        ---------        ---------       ---------
Stockholders' defecit:
  Common stock                                               --               --               --           26,478          26,478
  Paid-in-capital                                            --               --               --               79              79
  Accumulated deficit                                        --               --               --          (36,904)        (36,904)
                                                      ---------        ---------        ---------        ---------       ---------
    Total liabilities and stockholders' deficit       $  12,645        $  68,183        $   1,821           27,156       $ 109,805
                                                      =========        =========        =========           ======       =========

  Reprice difference                                  $   1,167        $ (60,979)       $  16,687        $  43,125
  Cumulative gap                                      $   1,167        $ (59,812)       $ (43,125)              --
  Percent of total assets                                  1.06%         (54.47%)         (39.27%)              --
</TABLE>



                                      21
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

Our operations may be directly affected by fluctuations in interest rates. While
we monitor interest rates and have in the past employed strategies designed to
hedge some of the risks associated with changes in interest rates, such as the
use of forward interest rate swaps and Treasury rate locks, no assurance can be
given that our results of operations and financial condition will not be
adversely affected during periods of fluctuations in interest rates. We
currently have no open hedge positions on our loans held for sale. Our present
strategy is to securitize or sell all new production within three to nine months
of origination. Because the interest rates on our lines of credit used to fund
and acquire loans are variable and the rates charged on loans we originate are
fixed, increases in the interest rates after the loans are originated but before
they are sold may reduce the gain on loan sales.

The following table shows our financial instruments that are sensitive to
changes in interest rates, categorized by expected maturity, and the
instruments' fair values at June 30, 2002.


<TABLE>
<CAPTION>
                                                                          Contractual Maturity
                                           -------------------------------------------------------------------------------------
                                                                                                                         Total
                                            2003       2002     2004        2005           2006         Thereafter     Fair Value
                                           -------   -------   -------     -------        -------        -------        -------
                                                                          (Dollars in thousands)
<S>                                        <C>       <C>       <C>         <C>            <C>           <C>            <C>
Interest sensitive assets:

   Loans receivable                        $ 1,662   $   422   $   471     $   527        $   588        $59,591        $63,261
   Average interest rate                     10.44%    10.44%    10.44%      10.44%         10.44%         10.44%         10.44%

   Interest bearing deposits                   944        --        --          --             --             --            944
   Average interest rates                     3.15%       --        --          --             --             --           3.15%

   Loan sale proceeds receivable               605       960       759         603            480          1,561          4,968
   Average interest rate                     10.61%    10.61%    10.61%      10.61%         10.61%         10.61%         10.61%

   Residual interests                           --     1,304     1,412         983            799          3,419          7,917
   Average interest rate                        --     15.00%    15.00%      15.00%         15.00%         15.00%         15.00%
                                           -------   -------   -------     -------        -------        -------        -------
   Total interest sensitive assets         $ 3,211   $ 2,686   $ 2,642     $ 2,113        $ 1,867        $64,571        $77,090
                                           =======   =======   =======     =======        =======        =======        =======

Interest sensitive liabilities:
 Borrowings:
   Advances under repurchase agreements    $58,264   $    --   $    --     $    --        $    --        $    --        $58,264
   Average interest rate                      4.15%       --        --          --             --             --           4.15%

   Recourse liability                        1,794     1,411       685         422            264            200          4,776
   Average interest rate                     11.13%    11.13%    11.13%      11.13%         11.13%         11.13%         11.13%

   Notes payable                            27,649        --        --          --             --             --         27,649
   Average interest rate                      9.83%       --        --          --             --             --           9.83%
                                           -------   -------   -------     -------        -------        -------        -------
   Total interest sensitive liabilities    $87,707   $ 1,411   $   685     $   422        $   264        $   200        $90,689
                                           =======   =======   =======     =======        =======        =======        =======
</TABLE>




                                      22
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

PART II - OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

             The Company is subject to various claims and legal proceedings
             arising out of the normal course of business, none of which in the
             opinion of management are expected to have a material effect on the
             Company's financial position.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             The Company held its annual meeting of shareholders on June 20,
             2002. At the meeting, the Company's shareholders were asked to
             elect two directors to serve on the board of directors until the
             2005 annual meeting or until their respective successors are
             elected and to ratify the appointment of the Company's independent
             auditors, Plante & Moran, LLP.

             Ronald A. Klein and Arthur A. Weiss were elected to the board of
             directors. Each of Messrs. Klein and Weiss received 1,831,506 votes
             for election to the board and 15,130 votes against election. The
             terms of office of the following directors continued after the
             meeting: Mark A. Gordon, Brian M. Hermelin, Robert H. Orley and
             Gary A. Shiffman. Mr. Gordon subsequently resigned as a director
             effective as of July 1, 2002.

             The appointment of Plante & Moran, LLP as the Company's independent
             auditors was ratified by the Company's shareholders. Votes for the
             ratification were 1,838,686, votes against were 7,100, and votes
             withheld were 850.

ITEM 6.(A)   EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

<TABLE>
<CAPTION>
             Exhibit No.          Description
             -----------          -----------
<S>                               <C>
             10.1                 Second Amendment to Amended and Restated
                                  Subordinated Loan Agreement, dated as of June
                                  18, 2002, between Sun Communities Operating
                                  Limited Partnership and Origin Financial
                                  L.L.C.

             10.2                 Fourth Amended and Restated Promissory Note,
                                  dated as of June 18, 2002, made by Origen
                                  Financial L.L.C. in favor of Sun Communities
                                  Operating Limited Partnership

             10.3                 First Amendment to Amended and Restated
                                  Participation Agreement, dated as of June 18,
                                  2002, between Sun Communities Operating
                                  Limited Partnership and Woodward Holdings, LLC

             10.4                 Credit Agreement dated as of July 25, 2002,
                                  between Origen Financial L.L.C., and Bank One,
                                  NA

             10.5                 Continuing guaranty dated as of July 25,
                                  2002, executed by Bingham Financial Services
                                  Corporation  in favor of Bank One, NA

             10.6                 Continuing Security Agreement dated as of
                                  July 25, 2002, executed by Origen Financial
                                  L.L.C. in favor of Bank One, NA
</TABLE>




                                      23
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

ITEM 6.(B)   REPORTS ON FORM 8-K

             (1) Bingham filed a report on Form 8-K dated April 25, 2002
             disclosing that it caused its wholly-owned subsidiary Origen
             Financial, Inc., a Virginia corporation ("Origen Inc."), to be
             merged with and into Origen Financial L.L.C. ("Origen LLC"). Origen
             Inc.'s operating subsidiaries were also merged into limited
             liability company subsidiaries of Origen. The report was filed on
             May 9, 2002.

             (2) Bingham filed a report on Form 8-K dated May 22, 2002
             disclosing that the Company's stock was delisted from the Nasdaq
             SmallCap Market, effective with the opening of business on May 22,
             2002, and that the Company expects that its stock will now trade on
             the Over the Counter Bulletin Board under the symbol BFSC.OB. The
             report was filed on May 31, 2002.




                                       24
<PAGE>
                                   SIGNATURES

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

Dated: August 14, 2002

                                  BINGHAM FINANCIAL SERVICES CORPORATION

                                  By: /s/  W. Anderson Geater, Jr.
                                           -----------------------
                                           W. Anderson Geater, Jr.
                                           Chief Financial Officer
                                           (Duly authorized officer and
                                           principal financial officer)


                                  CERTIFICATION

The undersigned officers hereby certify that: (a) this Form 10-Q fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended; and (b) the information contained in this Form 10-Q fairly
presents, in all material respects, the financial condition and results of
operations of the issuer.

/s/ Ronald A. Klein                                      Dated:  August 14, 2002
------------------------------------------------
Ronald A. Klein, Chief Executive Officer

/s/ W. Anderson Geater, Jr.                              Dated:  August 14, 2002
------------------------------------------------
W. Anderson Geater, Jr., Chief Financial Officer



                                      25
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
             Exhibit No.          Description
             -----------          -----------
<S>                               <C>
             10.1                 Second Amendment to Amended and Restated
                                  Subordinated Loan Agreement, dated as of June
                                  18, 2002, between Sun Communities Operating
                                  Limited Partnership and Origin Financial
                                  L.L.C.

             10.2                 Fourth Amended and Restated Promissory Note,
                                  dated as of June 18, 2002, made by Origen
                                  Financial L.L.C. in favor of Sun Communities
                                  Operating Limited Partnership

             10.3                 First Amendment to Amended and Restated
                                  Participation Agreement, dated as of June 18,
                                  2002, between Sun Communities Operating
                                  Limited Partnership and Woodward Holdings, LLC

             10.4                 Credit Agreement dated as of July 25, 2002,
                                  between Origen Financial L.L.C., and Bank One,
                                  NA

             10.5                 Continuing Guaranty dated as of July 25, 2002,
                                  executed by Bingham Financial Services
                                  Corporation, in favor of Bank One, NA

             10.6                 Continuing Security Agreement dated as of
                                  July 25, 2002, executed by Origen Financial
                                  L.L.C. in favor of Bank One, NA
</TABLE>



                                       26