<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 September 30, 2001.

                                       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
                          October 31, 2001: 2,542,988


                                       1
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION

                                      INDEX

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

Item 1. Financial Statements:

            Consolidated Balance Sheets as of September 30, 2001 (unaudited) and
              December 31, 2000                                                         4

            Consolidated Statements of Operations (unaudited) for the Three
              Months and Nine Months Ended September 30, 2001 and 2000                  5

            Consolidated Statements of Cash Flows (unaudited) for the Nine Months
              Ended September 30, 2001 and 2000                                         6

            Notes to Consolidated Financial Statements                               7-10


Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                   11-19

Item 3.     Quantitative and Qualitative Disclosures About Market Risk              20-21


PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                                          22

Item 6. (a) Exhibits Required by Item 601 of Regulation S-K                            22

Item 6. (b) Reports on Form 8K                                                         22

            Signatures                                                                 23
</TABLE>


                                       2
<PAGE>
References made in this quarterly report to "we", "us", "our", "Bingham", the
"Company", or the "Registrant" refer to Bingham Financial Services Corporation
and its subsidiaries.

PART I - FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS


                                       3
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
              SEPTEMBER 30, 2001 (UNAUDITED) AND DECEMBER 31, 2000
                                ----------------

<TABLE>
<CAPTION>
                                                                     SEPTEMBER 30,     DECEMBER 31,
                                                                     -------------     ------------
                            ASSETS                                        2001             2000
                                                                       ---------        ---------
                                                                     (In thousands, except shares)
<S>                                                                  <C>               <C>
   Cash and equivalents                                                $     120        $   3,521
   Restricted cash                                                         1,150            1,628
   Loans receivable, net                                                 100,214           98,633
   Servicing rights                                                        7,150            9,143
   Servicing advances                                                      7,991            9,103
   Furniture, fixtures and equipment, net                                  1,864            2,554
   Deferred federal income taxes                                           9,812            9,587
   Loan sale proceeds receivable                                           5,968            6,603
   Residual interest in loans sold                                         8,917               --
   Other assets                                                            4,690            7,109
                                                                       ---------        ---------
          Total assets                                                 $ 147,876        $ 147,881
                                                                       =========        =========

             LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Accounts payable and accrued expenses                               $   5,812        $  14,111
   Recourse liability                                                      8,006            9,313
   Advances under repurchase agreements                                   79,258           67,256
   Subordinated debt, net of debt discount
          of $279 and $336, respectively                                   3,721            3,664
   Notes payable                                                          43,123           42,697
                                                                       ---------        ---------
         Total liabilities                                               139,920          137,041
                                                                       ---------        ---------

Stockholders' equity

   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; 2,542,988 and 2,528,473
        shares  issued and  outstanding  at  September  30, 2001
        and December 31, 2000, respectively                               26,478           27,488
   Paid-in capital                                                           792              727
   Accumulated other comprehensive income                                     --              115
   Unearned stock compensation                                              (117)          (1,142)
   Accumulated deficit                                                   (19,197)         (16,348)
                                                                       ---------        ---------
         Total stockholders' equity                                        7,956           10,840
                                                                       ---------        ---------
         Total liabilities and stockholders' equity                    $ 147,876        $ 147,881
                                                                       =========        =========
</TABLE>

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


                                       4
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                ----------------

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED SEPTEMBER 30,      NINE MONTHS ENDED SEPTEMBER 30,
                                                        ---------------------------------------------------------------------
REVENUES                                                    2001               2000               2001               2000
                                                        -----------        -----------        -----------        -----------
                                                                         (In thousands, except share data)
<S>                                                     <C>                <C>                <C>                <C>
    Interest income on loans                            $     2,194        $     3,296        $     6,373        $    12,064
    Mortgage origination and servicing fees                   2,328              2,911              8,091              7,590
    Gain on sale and securitization of loans                     --              1,413              4,586              1,598
    Gain on sale of assets                                       --                 --              1,403                 --
    Other income                                              2,340                107              3,729                792
                                                        -----------        -----------        -----------        -----------
          Total revenues                                      6,862              7,727             24,182             22,044
                                                        -----------        -----------        -----------        -----------

COSTS AND EXPENSES
    Interest expense                                          1,717              3,267              5,855             11,037
    Provision for credit losses and recourse                  2,173              2,755              3,602              5,404
    liability
    Provision for impairment of residual interest             1,356                 --              1,356                 --
    General and administrative                                5,113              5,609             15,389             14,903
    Loss on interest rate swap                                   --                 --                510                 --
    Restructuring costs                                          --                 --                 --                796
    Other operating expenses                                    995                415              1,786              2,422
                                                        -----------        -----------        -----------        -----------
          Total costs and expenses                           11,354             12,046             28,498             34,562
                                                        -----------        -----------        -----------        -----------
    Loss before income tax benefit                           (4,492)            (4,319)            (4,316)           (12,518)
          Federal income tax benefit                         (1,533)            (1,460)            (1,467)            (4,256)
                                                        -----------        -----------        -----------        -----------
            Net loss                                    $    (2,959)       $    (2,859)       $    (2,849)       $    (8,262)
                                                        ===========        ===========        ===========        ===========

    Weighted average common shares outstanding,
          Basic                                           2,542,988          2,639,681          2,549,227          2,620,819
                                                        ===========        ===========        ===========        ===========
          Diluted                                         2,542,988          2,639,681          2,549,227          2,620,819
                                                        ===========        ===========        ===========        ===========

    Loss per share,
          Basic                                         $     (1.16)       $     (1.08)       $     (1.12)       $     (3.15)
                                                        ===========        ===========        ===========        ===========
          Diluted                                       $     (1.16)       $     (1.08)       $     (1.12)       $     (3.15)
                                                        ===========        ===========        ===========        ===========
</TABLE>

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


                                       5
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                ----------------

<TABLE>
<CAPTION>
                                                            NINE MONTHS ENDED SEPTEMBER 30,
                                                            -------------------------------
                                                                2001             2000
                                                              ---------        ---------
                                                                    (In thousands)
<S>                                                         <C>                <C>
Cash flows from operating activities:

    Net cash provided by (used in) operating activities       $ (23,990)       $  30,881
                                                              ---------        ---------

Cash flows from investing activities:

      Proceeds from the sale of assets                            8,571               --
      Capital expenditures                                         (410)            (794)
                                                              ---------        ---------
    Net cash provided by (used in) investing activities           8,161             (794)
                                                              ---------        ---------

Cash flows from financing activities:

      Advances under repurchase agreements                      132,742          123,777
      Repayment of advances under repurchase agreements        (120,740)        (151,592)
      Advances on note payable                                  231,863          230,084
      Repayment of note payable                                (231,437)        (231,476)
                                                              ---------        ---------
    Net cash provided by (used in) financing activities          12,428          (29,207)
                                                              ---------        ---------

Net change in cash and cash equivalents                          (3,401)             880
Cash and cash equivalents, beginning of period                    3,521               --
                                                              ---------        ---------
Cash and cash equivalents, end of period                      $     120        $     880
                                                              =========        =========
</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 Bingham Financial Services Corporation's ("Bingham" or "the
     Company") 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 generally accepted accounting principles
     ("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 for the fiscal year ended December 31,
     2000. Results for interim periods are not necessarily indicative of the
     results that may be expected for a full year.

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 September 30, 2001 and 2000 there were potential
     dilutive shares of common stock from outstanding stock options and
     warrants. Had these stock options and warrants been exercised they would
     have had an anti-dilutive effect on the earnings (loss) per share
     calculation. The effect of the anti-dilutive shares is not included in the
     earnings (loss) per share calculation for the periods ended September 30,
     2001 or 2000.

     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 SEPTEMBER 30,
                                       ---------------------------------------------------
                                                 2001                      2000
                                       -----------------------    ------------------------
                                                Earnings (loss)            Earnings (loss)
                                       Shares      per share      Shares      per share
                                       -----------------------    ------------------------
                                            (In thousands, except per share data)
<S>                                    <C>      <C>               <C>      <C>
Basic earnings (loss) per share         2,543       $(1.16)        2,640       $(1.08)
Net dilutive effect of:
  Options                                  --          --             --          --
  Warrants                                 --          --             --          --
                                       -----------------------    ------------------------
Diluted earnings (loss) per share       2,543       $(1.16)        2,640       $(1.08)
                                       =======================    ========================
</TABLE>

<TABLE>
<CAPTION>
                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                       ---------------------------------------------------
                                                 2001                      2000
                                       -----------------------    ------------------------
                                                Earnings (loss)            Earnings (loss)
                                       Shares      per share      Shares      per share
                                       -----------------------    ------------------------
                                            (In thousands, except per share data)
<S>                                    <C>      <C>               <C>      <C>
 Basic earnings (loss) per share        2,549          $(1.12)     2,621       $(3.15)
 Net dilutive effect of:
   Options                                 --              --         --           --
   Warrants                                --              --         --           --
                                       -----------------------    ------------------------
 Diluted earnings (loss) per share      2,549          $(1.12)     2,621       $(3.15)
                                       =======================    ========================
</TABLE>


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


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 SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
                                                            --------------------------------    -------------------------------
                                                                    2001          2000               2001            2000
                                                                  -------       -------             -------        -------
                                                                             (In thousands)
<S>                                                         <C>              <C>                <C>                <C>
Net loss                                                          $(2,959)      $(2,859)            $(2,849)       $(8,262)
Other comprehensive income net of tax:
  Unrealized gain (loss) on securities:
    Unrealized holding gain (loss) during period
      net of  tax of $0, $11, $27 and ($41), respectively              --            22                  53            (80)
    Less reclassification adjustment for realized
      gains included in net income,  net of tax of $86                 --            --                (168)            --
                                                                  -------       -------             -------        -------
Comprehensive loss                                                $(2,959)      $(2,837)            $(2,964)       $(8,342)
                                                                  =======       =======             =======        =======
</TABLE>

4.   ALLOWANCE FOR CREDIT LOSSES:

     The allowance for possible credit losses is maintained at a level believed
     adequate by management to absorb potential losses in Bingham'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.

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

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                --------------------------------   -------------------------------
                                      2001           2000               2001           2000
                                     -------        -------            -------        -------
                                                 (In thousands)
<S>                             <C>              <C>               <C>                <C>
Balance at beginning of period       $ 1,036        $   870            $ 2,168        $   274
Provision for credit losses              174          2,755                693          5,404
Net losses                              (449)        (2,277)            (2,100)        (4,330)
                                     -------        -------            -------        -------
Balance at end of period             $   761        $ 1,348            $   761        $ 1,348
                                     =======        =======            =======        =======
</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
     September 30, 2001, the outstanding principal balance on manufactured home
     loans the Company had sold with recourse totaled $123.9 million. During the
     three months and nine months ended September 30, 2001, there were $829,000
     and $3.2 million in charges against the recourse liability, respectively.
     Based on the Company's periodic analysis of the adequacy of the recourse
     liability, the Company increased the liability by $2.0 million through a
     charge to earnings in the three months ended September 30, 2001. The
     balance of the liability was approximately $8.0 million at September 30,
     2001.


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

5.   DEBT:

     The Company currently has three separate financing facilities with Sun
     Communities Operating Limited Partnership: a $4.0 million subordinated term
     loan, bearing interest at the rate of 9.75% per annum (the "Term Loan"); a
     $10.0 million subordinated demand line of credit, bearing interest at a
     rate of 8% per annum (the "$10 Million Line"); and a $50.0 million
     subordinated demand line of credit, bearing interest at a rate 8% per annum
     (the "$50 Million Line" and, together with the Term Loan and $10 Million
     Line, the "Subordinated Debt Facilities").

     The Term Loan matures on September 30, 2004. The Term Loan may be paid in
     full or in part without premium or penalty subject to approval of Bingham's
     non-employee directors. The entire unpaid principal balance of each of the
     $10 Million Line and the $50 Million Line, together with all accrued and
     unpaid interest, will be due and payable in full within ten days after the
     date of demand. Sun Communities Operating Limited Partnership in its sole
     discretion may refuse to make advances under the $50 Million Line. As of
     September 30, 2001 there was $4.0 million outstanding under the Term Loan,
     no borrowings under the $10 Million Line, and $38.4 million outstanding
     under the $50 Million Line. Bingham has granted Sun Communities Operating
     Limited Partnership a security interest in substantially all of its assets
     to secure its obligations under the Subordinated Debt Facilities.

     In March 2000, Origen Financial, Inc., f/k/a Dynex Financial, Inc.
     ("Origen") and Bloomfield Acceptance Company, L.L.C. ("Bloomfield
     Acceptance"), two of Bingham's subsidiaries, entered into an amended and
     restated repurchase arrangement with Lehman Commercial Paper, Inc. Under
     this agreement, Origen was able to transfer loans from time to time to
     Lehman against the transfer of funds from Lehman. In June 2001 this
     agreement was terminated and the aggregate amount advanced by Lehman was
     repaid in full.

     In March 2000, Bingham and Origen entered into a revolving credit facility
     with Michigan National Bank. Under this facility, Bingham and Origen may
     borrow up to $10.0 million. Interest at a rate of 30-day LIBOR plus a
     spread is payable on the outstanding balance. The outstanding principal
     balance on this credit facility as of September 30, 2001 was approximately
     $4.7 million. To secure the loan from Michigan National Bank, Origen and
     Bingham have granted Michigan National Bank a security interest in their
     rights under three servicing agreements under which Origen services
     manufactured home loans.

     In April 2000, Bloomfield Acceptance and Bloomfield Servicing Company,
     L.L.C. ("Bloomfield Servicing") entered into a warehousing credit agreement
     with Residential Funding Corporation. Under the credit agreement,
     Bloomfield Acceptance and Bloomfield Servicing could borrow up to $25.0
     million to fund the acquisition and origination of FNMA loans, FHLMC loans,
     bridge mortgage loans and similar mortgage loans. In June 2001the agreement
     was terminated. At the time the agreement was terminated Bloomfield
     Acceptance and Bloomfield Servicing had no advances outstanding under the
     agreement.

     In May 2001, Origen, through its Origen Special Holdings Corporation
     special purpose subsidiary, entered into a master repurchase agreement with
     Credit Suisse First Boston Mortgage Capital LLC to replace Origen's prior
     repurchase facility with Lehman. Under this agreement, Origen 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 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 will terminate on May
     29, 2002, but may be terminated earlier upon an event of default under the
     master repurchase agreement. At September 30, 2001 the aggregate amount
     advanced by Credit Suisse First Boston under the facility was $79.3
     million.


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


     At September 30, 2001 and December 31, 2000 total debt outstanding was as
     follows:

<TABLE>
<CAPTION>
                                                  SEPTEMBER 30,   DECEMBER 31,
                                                  -------------   ------------
                                                      2001            2000
                                                    --------        --------
                                                         (In thousands)
<S>                                               <C>             <C>
    Loans sold under agreements to repurchase       $ 79,258        $ 67,256
    Revolving credit facility                          4,712           6,848
    Demand loans                                      38,411          35,849
    Term loan, net of discount                         3,721           3,664
                                                    --------        --------
                                                    $126,102        $113,617
                                                    ========        ========
</TABLE>

6.   RESIDUAL INTEREST IN LOANS SOLD AND SECURITIZED:

     On March 27, 2001 Bingham completed its first securitization of
     manufactured home loans through Origen. The Company sold manufactured home
     loans it originated and purchased to a trust for cash. The trust sold
     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 (collectively, the
     "Excess Cash Flow"). The Company retained the right to service the loans it
     securitized.

     Residual interest in loans sold and securitized represents the Company's
     subordinated interest in loans sold through securitization. Based on the
     Company's periodic analysis of the performance of the securitized loans and
     current and expected future economic conditions the carrying value of the
     residual interest was reduced to $8.9 million through a charge to earnings
     of approximately $1.4 million in September 2001. The Company expects to
     begin receiving Excess Cash Flow on its manufactured home loan
     securitization approximately 36 months from the date of the securitization,
     although this time period may be shorter or longer depending upon the
     performance of the securitized loans and future economic conditions. The
     outstanding balance of securitized receivables was $150.3 million at
     September 30, 2001.

7.   DISPOSITION OF ASSETS:

     On June 13, 2001, Bingham sold certain of the assets of its commercial
     mortgage financing and servicing subsidiaries and other related assets to
     Wells Fargo Bank, National Association and Wells Fargo & Company for cash
     consideration of approximately $9.7 million. The assets sold consisted of
     commercial loans receivable with a carrying amount of approximately $3.5
     million, mortgage servicing rights with a carrying amount of approximately
     $2.1 million and furniture and equipment with carrying amounts of
     approximately $379,000. The pre-tax gain on the sale of assets of
     approximately $1.3 million is net of the write-off of $1.3 million in
     goodwill related to the purchase of the commercial mortgage operations and
     approximately $1.0 million in costs related to the transaction.

     Proceeds from the sale were used to pay down Bingham's existing lines of
     credit. The sale was completed pursuant to an Agreement dated May 8, 2001,
     as amended, among Bingham, Bloomfield Acceptance, Bloomfield Servicing,
     Hartger & Willard Mortgage Associates, Inc., Wells Fargo Bank and Wells
     Fargo & Company. The terms of the transaction were determined on the basis
     of arm's length negotiations between the parties.

8.   ACCOUNTING ISSUES:

     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
     September 30, 2001.


                                       10
<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 the Company's 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 the
     Company's Form 10-K for the fiscal year ended December 31, 2000. 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 for the year ended December 31,
     2000 and in Management's Discussion and Analysis of Financial Condition and
     Results of Operations below, and in particular risks associated with
     Bingham's planned recapitalization discussed below under "Liquidity and
     Capital Resources". 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.

     RESULTS OF OPERATIONS

     Results for the quarter ended September 30, 2001 include the following:

     -    Manufactured home loan originations for the quarter ended September
          30, 2001 were $39.3 million versus $49.6 million in the comparable
          quarter of 2000, a decrease of 20.8%. Manufactured home originations
          also decreased by $24.5 million or 38.4% compared to the previous
          quarter ended June 30, 2001.

     -    The September 30, 2001 quarter results of operations include a pre-tax
          net write-down of the Company's residual interest in loans sold of
          approximately $1.5 million and an approximate $1.2 million pre-tax net
          adjustment to the Company's recourse liability and related loan sale
          proceeds receivable balance.

     -    During the quarter ended September 30, 2001 the Company realized
          approximately $1.1 million in miscellaneous income as the result of an
          arbitration award of approximately $800,000 related to the purchase of
          approximately $60.0 million of manufactured home loans prior to, but
          in conjunction with the acquisition of Origen Financial, Inc. in
          December 1999 and the settlement of approximately $325,000 related to
          servicing advances in the same acquisition.

     Bingham reported a net loss of $3.0 million or $1.16 per fully diluted
     share for the quarter ended September 30, 2001, compared to a net loss of
     $2.9 million or $1.08 per fully diluted share for the quarter ended
     September 30, 2000. For the nine months ended September 30, 2001 and 2000
     Bingham reported net losses of $2.8 million or $1.12 per fully diluted
     share, and $8.3 million or $3.15 per fully diluted share, respectively.


                                       11
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     Interest income consists primarily of interest on loan receivable principal
     balances retained on the Company's balance sheet. The average loan
     receivable principal balance for the three months ended September 30 2001
     was $85.0 compared to $129.7 million for the three months ended September
     30, 2000. The lower average outstanding principal balance resulted in
     interest income of $2.2 million for the quarter ended September 30, 2001
     compared to $3.3 million for the quarter ended September 30, 2000, a
     decrease of 33.3 %. For the nine months ended September 30, 2001 the
     average outstanding loan receivable principal balance was $80.4 million
     compared to $161.6 million for the nine months ended September 30, 2000.
     Interest income for the nine months ended September 30, 2001 was $6.4
     million versus $12.1 million for the nine months ended September 30, 2000,
     a decrease of 47.1%.

     Interest expense for the three months ended September 30, 2001 was $1.8
     million compared to $3.3 million for the three months ended September 30,
     2000, a decrease of 45.5%. The decrease is the result of a decrease in the
     average outstanding balance of debt used to finance the loan receivables
     and fund operations. The average balance of outstanding debt was $106.3
     million for the quarter ended September 30, 2001 compared to $134.1 million
     for the quarter ended September 30, 2000, a decrease of approximately
     20.7%. The decrease in interest expense is also the result of an
     approximate 325 basis point decrease in the Company's average borrowing
     rate for the quarter ended September 30, 2001 versus the quarter ended
     September 30, 2000. Bingham's primary financing source is a variable rate
     facility that uses the 30-day LIBOR rate as an index. The average 30-day
     LIBOR rate decreased approximately 290 basis points in the quarter ended
     September 30, 2001 compared to the quarter ended September 30, 2000. The
     decrease in the 30-day LIBOR rate was partially offset by the change in the
     Company's demand line of credit in July 2001 from a variable rate facility
     to a fixed rate facility charging interest at the rate of 8%.

     For the nine months ended September 30, 2001 interest expense was $5.9
     million compared to $11.0 million for the nine months ended September 30,
     2000, a decrease of approximately 46.4%. The average balance of outstanding
     debt decreased 36.8% to $99.8 million for the nine months ended September
     30, 2001 versus $158.0 million for the nine months ended September 30,
     2000. The lower average 30-day LIBOR rate helped decrease the Company's
     average borrowing rate to 7.82% for the nine months ended September 30,
     2001 compared to 9.31% for the nine months ended September 30, 2000.

     The following tables set forth the extent to which the Company's 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 SEPTEMBER 30, 2001 AND 2000
                                     -----------------------------------------------------------------------------------------------
                                        AVERAGE BALANCE         AVERAGE RATE           INTEREST       INCREASE     VARIANCE DUE TO:
                                     ---------------------     ---------------    -----------------               ------------------
                                       2001         2000       2001       2000     2001      2000    (DECREASE)   VOLUME      RATE
                                     ---------   ---------     -----      ----    ------    -------  ----------   -------   --------
Interest-earning assets:                                                (Dollars in thousands)
<S>                                  <C>         <C>           <C>       <C>      <C>       <C>      <C>          <C>       <C>
  Loans                              $  85,014   $ 129,655     10.32%    10.17%   $2,194    $ 3,296    $(1,102)   $(1,151)  $    49
  Residual Interest                      8,167          --     13.11%       --       268         --        268        268        --
  Cash and equivalents                   1,834       7,337      2.32%     4.44%       11         81        (70)       (70)       --
                                     -----------------------------------------------------------------------------------------------
                                     $  95,015   $ 136,992     10.41%     9.86%   $2,473    $ 3,377    $  (904)   $  (953)  $    49
                                     ---------------------    ----------------------------------------------------------------------

Interest-bearing Liabilities
  Term loan                          $   4,000   $   4,000     11.68%    11.68%   $  117    $   117    $    --    $    --   $    --
  Revolving line of credit              38,472      41,309      7.80%     8.97       751        960       (209)       709      (918)
  Loans sold under repurchase           63,821      88,836      5.32%     9.90       849      2,190     (1,341)       846    (2,187)
                                     -----------------------------------------------------------------------------------------------
                                     $ 106,293   $ 134,145      6.46%     9.74%   $1,717    $ 3,267    $(1,550)   $ 1,555   $(3,105)
                                     -----------------------------------------------------------------------------------------------
Interest rate spread                                            3.95%     0.12%
Excess average assets (liabilities)  $ (11,278)  $   2,847      6.46%     9.86%
                                     ==========================================
Net interest margin                                             3.66%     0.32%   $  756    $   110    $   646    $(2,508)  $ 3,154
                                                              ======================================================================
</TABLE>


                                       12
<PAGE>
                  BINGHAM FINANCIAL SERVICES CORPORATION
                             ----------------

<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                     ---------------------------------------------------------------------------------------------
                                        AVERAGE BALANCE       AVERAGE RATE           INTEREST       INCREASE     VARIANCE DUE TO:
                                     ---------------------   ---------------    -----------------               ------------------
                                       2001         2000     2001       2000     2001      2000    (DECREASE)   VOLUME      RATE
                                     ---------   ---------   -----      ----    ------    -------  ----------   -------    -------
Interest-earning assets:                                                   (Dollars in thousands)
<S>                                  <C>         <C>         <C>        <C>     <C>       <C>      <C>          <C>        <C>
  Loans                              $  80,362   $161,554    10.57%     10.12%  $ 6,373   $ 12,064   $(5,691)   $(5,873)   $   182
  Residual Interest                      8,167         --    12.24%        --       750         --       750        750         --
  Cash and equivalents                   1,899      6,827     3.17%      4.83        60        247      (187)      (105)       (82)
                                     ---------------------------------------------------------------------------------------------
                                     $  90,428   $168,381    10.59%      9.75%  $ 7,183   $ 12,311   $(5,128)   $(5,228)   $   100
                                     ---------------------------------------------------------------------------------------------
Interest-bearing Liabilities
  Term loan                          $   4,000   $  4,000    11.68%     11.68%  $   350   $    350   $    --    $    --    $    --
  Revolving line of credit              44,801     45,741     7.59%      8.80     2,550      2,935      (385)       613       (998)
  Loans sold under repurchase           51,022    108,281     7.72%      9.61     2,955      7,752    (4,797)    (2,216)    (2,581)
                                     ---------------------------------------------------------------------------------------------
                                     $  99,823   $158,022     7.82%      9.31%  $ 5,855   $ 11,037   $(5,182)   $(1,603)   $(3,579)
                                     ---------------------------------------------------------------------------------------------
Interest rate spread                                          2.77%      0.44%
Excess average assets (liabilities)  $  (9,395)  $ 10,359     7.82%      9.75%
                                     ==================================================
Net interest margin                                           1.47%      0.76%  $ 1,328   $  1,274   $    54    $(3,625)   $ 3,679
                                                             =====================================================================
</TABLE>

     Loan servicing fees, which are reported net of amortization of servicing
     assets, were $2.3 million and $7.2 million, respectively for the three
     months and nine months ended September 30, 2001, as compared to $2.0
     million and $5.9 million, respectively, for the three months and nine
     months ended September 30, 2000. The increases were primarily the result of
     an increase in the principal balance of manufactured home loans serviced
     for outside investors resulting from the $165.0 million securitization
     completed in March 2001 for which Origen retained the servicing rights. The
     increase in principal balance of manufactured home loans serviced for
     outside investors was partially offset by the sale of the servicing rights
     related to the Company's commercial loan portfolio serviced for others in
     June 2001.

     Gain on sale of loans represents the difference between the proceeds from
     the sale of loans and the allocated carrying cost of the loans sold or
     placed with outside investors. The gain is also net of required reserves
     for the potential loss due to repossession and ultimate charge-off of loans
     sold with recourse that are required to be repurchased. For the quarter
     ended September 30, 2001 Bingham recorded no gain on the sale of loans
     compared to a $1.4 million gain on sale of loans in the quarter ended
     September 30, 2000 on the placement of $78.1 million in principal balance
     of commercial mortgage loans and the sale of approximately $114.4 million
     in principal balance of manufactured home loans.

     For the nine months ended September 30, 2001 Bingham sold or placed
     approximately $39.4 million in principal balance of commercial mortgage
     loans resulting in gains on loans sold or placed of $151,000 versus the
     placement of $125.5 million in principal balance of commercial mortgage
     loans and the sale of approximately $114.4 million in principal balance of
     manufactured home loans resulting in gain on loans sold or placed of $1.6
     million for the nine months ended September 30, 2000.

     On March 27, 2001 Bingham completed its first securitization of
     manufactured home loans through Origen. The total principal balance of
     loans securitized was approximately $165.0 million. On March 27, 2001 the
     Company transferred approximately $140.1 million of those loans to the
     trust. On April 23, 2001 the balance of $24.9 million of loans were
     transferred to the trust. Accordingly the Company has recorded the residual
     interest, servicing asset and gain on sale of loans based on the actual
     principal balance of the loans delivered to the trust.


                                       13
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     The value of Bingham's residual interest in the Trust is based on
     assumptions about future expected cash flows from the securitized pool of
     loans. The performance of the loans and the general economic downturn in
     the third quarter, as well as the projected continuance of the downturn,
     has caused Bingham to adjust some of the assumptions used in its valuation.
     Specifically, the Company now estimates that defaults will occur sooner
     than originally assumed, causing the actual cash flows from the pool to be
     less than originally projected. The revised estimate of future cash flows
     has resulted in a reduction in the value of the residual interest of
     approximately $1.4 million, which was taken as a charge to earnings in the
     quarter ended September 30, 2001.

     During the quarter ended June 30, 2001, Bingham sold certain of the assets
     of its commercial mortgage financing and servicing subsidiaries and other
     related assets to Wells Fargo Bank and Wells Fargo & Company. The assets
     sold consisted primarily of commercial mortgage loans receivable,
     commercial mortgage servicing rights, and furniture and equipment with a
     total carrying amount of approximately $6.0 million. Bingham recorded a
     pre-tax gain of approximately $1.4 million on the sale based on the
     difference between the proceeds from the sale and the allocated carrying
     cost of the assets sold. In the quarter ended September 30, 2001 the gain
     on sale of assets was reduced by approximately $61,000 related to a
     subsequent adjustment to the value of servicing rights sold.

     Upon completion of the sale, the employees of Bloomfield Acceptance were
     terminated and simultaneously hired by Wells Fargo Bank. Under terms of a
     transition services agreement, Bingham will continue to service the
     commercial mortgage loan servicing portfolio it sold until such time as the
     servicing can be transferred to Wells Fargo Bank, but in any case no longer
     than through December 31, 2001.

     Other income for the three months ended September 30, 2001 was $2.3 million
     versus $107,000 for three months ended September 30, 2000. The increase is
     the result of an arbitration award of approximately $800,000 related to the
     purchase price of approximately $60.0 million of manufactured home loans
     the Company purchased prior to but in conjunction with the acquisition of
     Origen Financial, Inc. in December 1999 and the settlement of approximately
     $325,000 related to servicing advances in the same acquisition; both items
     represent recoveries of amounts previously charged to expense. Other income
     for the quarter ended September 30, 2001 also includes approximately
     $268,000 of interest income recognized on the Company's residual interest
     in securitized loans. There was no residual interest on the Company's books
     during the quarter ended September 30, 2000.

     Bingham periodically sells manufactured home loans on a whole-loan basis.
     At the time of such loan sales, Bingham recognizes recourse liabilities
     pursuant to its future obligations, if any, to the applicable loan
     purchasers under the provisions of the respective sale agreements. Under
     its existing recourse provisions, the Company is 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 plus accrued interest, and refund any
     purchase premiums. The loan purchasers have no recourse to Bingham's 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 originated and
     serviced by the Company. 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 September 30, 2001 and 2000 Bingham had recorded liabilities of
     approximately $8.0 million and $9.3 million, respectively, related to
     manufactured home loans sold with recourse. For the three months ended
     September 30, 2001, the Company increased the liability by $2.0 million
     through a charge to earnings versus no increase to the liability for the
     three months ended September 30, 2001. The increase in the recorded
     recourse liability during the three months ended September 30, 2001 was the
     result of adjustments to the anticipated timing of losses and the resulting
     impact on the calculated present value of expected future obligations.
     Based on recent economic conditions, the Company anticipates that losses
     will occur earlier, on average, than originally expected, resulting in an
     increase in the present value of estimated future recourse obligations.


                                       14
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     During the nine months ended September 30, 2001, the Company 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 its March 2001 securitization. As a result of the elimination of
     the Company's 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 SEPTEMBER 30,  V  NINE MONTHS ENDED SEPTEMBER 30,
                                                 --------------------------------     -------------------------------
                                                       2001          2000                  2001          2000
                                                     -------        ------               -------        ------
                                                                (In thousands)
<S>                                              <C>            <C>                   <C>               <C>
Balance at beginning of period                       $ 7,347        $  376               $ 9,313        $  376
Provision for credit losses                            1,999            --                 2,909            --
Additional recourse loan sales                            --         7,729                    --         7,729
Valuation adjustment related to
  repurchase of loans to put in securitization            --            --                  (450)           --
Gross chargeoffs                                      (2,261)           --                (6,269)           --
Recoveries                                               921            --                 2,503            --
                                                     -------        ------               -------        ------
Balance at end of period                             $ 8,006        $8,105               $ 8,006        $8,105
                                                     =======        ======               =======        ======
</TABLE>

     The Company's loan portfolio is comprised of homogenous manufactured home
     loans with an average loan balance of less than $50,000. The allowance for
     loan 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 loan losses represents an
     unallocated allowance; there are no elements of the allowance allocated to
     specific individual loans or to impaired loans.

     For the three months ended September 30, 2001 the provision for credit
     losses was approximately $174,000 compared to a $2.8 million provision for
     credit losses for the quarter ended September 30, 2000. Provision for
     credit losses decreased to approximately $693,000 for the nine months ended
     September 30, 2001 compared to $5.4 million for the nine months ended
     September 30, 2000. The large decrease is primarily attributable to the
     decrease in the principal balance of non-performing loans which were
     $937,000 at September 30, 2001 versus $2.6 million at September 30, 2000.
     The Company defines non-performing loans as those loans that are 90 or more
     days delinquent in contractual principal payments.

     The allowance for credit losses as a percentage of gross loans outstanding
     was .76% at September 30, 2001 compared to 2.3% at December 31, 2000 a
     decrease of approximately 154 basis points. The decrease is primarily the
     result of the sale of the majority of loans held at December 31, 2000 in
     the $165.0 million manufactured home loan securitization the Company
     completed in March 2001. As a result, the loans held at September 30, 2001
     have been outstanding for less time and reflect substantially fewer
     delinquencies than the loans held at December 31, 2000. It is also
     anticipated that the majority of the current loan portfolio will be
     securitized and sold in the first quarter of 2002.

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

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                --------------------------------   -------------------------------
                                       2001           2000               2001           2000
                                     -------        -------            -------        -------
                                                 (In thousands)
<S>                             <C>              <C>               <C>                <C>
Balance at beginning of period       $ 1,036        $   870            $ 2,168        $   274
Provision for credit losses              174          2,755                693          5,404
Gross chargeoffs                        (855)        (3,937)            (3,574)        (7,282)
Recoveries                               406          1,660              1,474          2,952
                                     -------        -------            -------        -------
Balance at end of period             $   761        $ 1,348            $   761        $ 1,348
                                     =======        =======            =======        =======
</TABLE>


                                       15
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     General and administrative and other operating expenses were approximately
     $6.1 million for the quarter ended September 30, 2001 versus $6.0 million
     for the quarter ended September 30, 2000, an increase of 1.7%. Personnel
     costs and office occupancy costs, the largest components of general and
     administrative expenses, decreased slightly to $4.5 million for the three
     months ended September 30, 2001 versus $4.7 million for the three months
     ended September 30, 2000. The slight decrease is the result of a decrease
     in the number of full time employees to 204 at September 30, 2001 from 212
     at September 30, 2000 and a decrease in the number of leased offices.

     LIQUIDITY AND CAPITAL RESOURCES

     Liquidity is the measurement of the Company's 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. The Company
     has historically met its liquidity requirements through a combination of
     working capital provided by operating activities, draws on its revolving
     lines of credit, advances under its master repurchase agreement, whole loan
     sales and periodic securitizations of its loan portfolio. The Company has
     also issued shares of capital stock when it believed such offerings had a
     potential to benefit existing shareholders.

     As of September 30, 2001 total borrowings were $126.1 million compared to
     $113.6 million at December 31, 2000, an increase of 11.0%. The increase in
     total borrowings reflects an increase in loans held for sale and retained
     interest in loans securitized which totaled $109.1 million at September 30,
     2001 compared to $98.6 million at December 31, 2000. The increased
     borrowings are also affected by cash flows from operations. The Company
     originates loans and warehouses them until sufficient receivables have been
     accumulated for a whole loan sale or securitization. The timing of the
     whole loan sales or securitizations significantly impacts cash flows from
     operations.

     Sun Communities Operating Limited Partnership currently provides Bingham
     financing through three separate facilities:

     -    a $4.0 million subordinated term loan, bearing interest at the rate of
          9.75% per annum (the "Term Loan");

     -    a $10.0 million subordinated demand line of credit, bearing interest
          at a rate of 8% per annum (the "$10 Million Line"); and

     -    a $50.0 million subordinated demand line of credit, bearing interest
          at a rate of 8% per annum (the "$50 Million Line" and, together with
          the Term Loan and $10 Million Line, the "Subordinated Debt
          Facilities").

     The Term Loan matures on September 30, 2004. The Term Loan may be paid in
     full or in part without premium or penalty subject to approval of Bingham's
     non-employee directors. The entire unpaid principal balance of each of the
     $10 Million Line and the $50 Million Line, together with all accrued and
     unpaid interest, will be due and payable in full within ten days after the
     date of demand. Sun Communities Operating Limited Partnership in its sole
     discretion may refuse to make advances under the $50 Million Line. As of
     September 30, 2001 there was $4.0 million outstanding under the Term Loan,
     no borrowings under the $10 Million Line, and $38.4 million outstanding
     under the $50 Million Line. Bingham has granted Sun Communities Operating
     Limited Partnership a security interest in substantially all of its assets
     to secure its obligations under the Subordinated Debt Facilities.

     In March 2000, Bingham and Origen entered into a revolving credit facility
     with Michigan National Bank. Under this facility, Bingham and Origen may
     borrow up to $10.0 million. Interest at a rate of the 30-day LIBOR plus a
     spread is payable on the outstanding balance. The outstanding principal
     balance on this credit facility as of September 30, 2001 was approximately
     $4.7 million. To secure the loan from Michigan National Bank, Origen and
     Bingham have granted Michigan National Bank a security interest in their
     rights under three servicing agreements under which Origen services
     manufactured home loans.


                                       16
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     In May 2001, Origen, through its Origen Special Holdings Corporation
     special purpose subsidiary, entered into a master repurchase agreement with
     Credit Suisse First Boston Mortgage Capital LLC to replace Origen's prior
     repurchase facility with Lehman Commercial Paper, Inc. Under this
     agreement, Origen contributes manufactured home loans it originates 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 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 the 30-day 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 will terminate on May 29, 2002, but may be terminated earlier upon
     customary events of default. At September 30, 2001 the aggregate amount
     advanced by Credit Suisse First Boston under the facility was $79.3
     million.

     Bingham's future liquidity and capital requirements depend on numerous
     factors, many of which are outside of its control. Bingham believes that in
     order to have sufficient working capital to meet its anticipated needs for
     the next twelve months, it must sell or securitize the loans it generates,
     sell certain of its assets, raise additional equity and/or find additional
     debt financing. Although it has not made a formal demand for payment, Sun
     Communities Operating Limited Partnership has expressed its strong desire
     that Bingham repay the Subordinated Debt Facilities in their entirety in
     the near term.

     Bingham has taken several steps to address its short-term liquidity and
     capital resources needs in the last three quarters, including the March
     2001 securitization of approximately $165.0 million in manufactured home
     loans, the May 2001 Credit Suisse First Boston repurchase facility, and the
     June 2001 sale of the assets of its commercial mortgage lending and
     servicing subsidiaries.

     Bingham intends to effect a recapitalization of its Origen operating
     subsidiaries and execute a manufactured home loan securitization by the end
     of the first quarter in 2002 that will provide additional sources of
     liquidity. Under the recapitalization plan certain investors will invest
     $40.0 million in cash for a significant portion of the equity in the
     operating subsidiaries. While these investors have signed an investment
     agreement, the consummation of the transaction is subject to the receipt of
     shareholder and regulatory approvals and other customary conditions.
     Substantially all of the proceeds of the recapitalization will be used to
     pay off the Subordinated Debt Facilities, which Bingham expects will be
     terminated. Although it has not made formal demand for payment, Sun
     Communities Operating Limited Partnership has expressed its strong desire
     that Bingham repay the Subordianted Debt Facilities in their entirety in
     the near term. If Sun Communities Operating Limited Partnership were to
     demand payment under the Subordinated Debt Facilities and if the proposed
     recapitalization did not close and an alternative source of funding were
     not found, Bingham would not be able to continue to originate loans in an
     amount sufficient to enter into a securitization and its ability to
     continue operations would be jeopardized. There can be no assurance that
     the recapitalization and securitization will occur.

     Even if the recapitalization occurs and Bingham effects a securitization in
     the first quarter of 2002 and other periodic securitizations in the future,
     Bingham will need additional funds to meet its short- and long-term capital
     needs. Bingham believes that, in order to meet these capital needs, it must
     raise additional equity capital or merge or enter into a joint venture with
     an entity that gives it a strategic advantage in the market or provides
     access to low-cost funds. While Bingham is vigorously pursuing these
     options, there can be no assurance that it will be successful in raising
     the necessary equity or finding an appropriate merger or joint venture
     partner. If Bingham is not successful in these efforts, its ability to
     continue operations could be jeopardized.

     LOANS RECEIVABLE

     Net loans receivable were $100.2 million at September 30, 2001 compared to
     $98.6 million at December 31, 2000, an increase of $1.6 million, or 1.6%.
     For the nine months ended September 30, 2001 manufactured home loan
     originations and purchases were $174.9 million. There were no commercial
     mortgage loans originated to hold for sale. New loan originations were
     offset by the securitization and sale of approximately $165.0 million of
     principal balance of manufactured home loans in March 2001 and the sale of
     approximately $3.5 million in principal balance of commercial mortgage
     loans in June 2001.


                                       17
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     The following table sets forth the average loan balance, weighted average
     loan yield and weighted average initial term of the manufactured home loan
     portfolio at September 30, 2001 and December 31, 2000:

<TABLE>
<CAPTION>
                                            SEPTEMBER 30,       DECEMBER 31,
                                            -------------       ------------
                                                2001               2000
                                             -----------        -----------
                                               (Dollars in thousands)
<S>                                         <C>                 <C>
    Principal balance loans receivable       $   100,027        $    95,234
    Number of loans                                2,458              2,304
    Average loan balance                     $      40.7        $      41.0
    Weighted average loan yield                    11.10%             11.75%
    Weighted average remaining term           26.1 years         26.0 years
</TABLE>

     Delinquency statistics at September 30, 2001 and December 31, 2000 for the
     manufactured home loan portfolio are as follows:

<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30, 2001
                                                              ----------------------------
                                                                    Days delinquent
                                                              ----------------------------
                                               Number of                         Greater than
                                                 Loans        31-60      61-90        90        Total
------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>        <C>     <C>            <C>
Manufactured home loans available for sale       2,458         1.1%       0.5%       2.1%         3.7%
Manufactured home loans sold with recourse       3,203         3.3%       1.2%       0.8%         5.3%
                                               -------------------------------------------------------
Total                                            5,661         2.3%       0.9%       1.3%         4.5%
                                               =======================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                    Days delinquent
                                                              ----------------------------
                                                                 (Dollars in thousands)
                                                   Gross                           Greater
                                                 Principal                           than
                                                  Balance     31-60      61-90        90       Total
----------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>        <C>       <C>         <C>
Manufactured home loans available for sale       $100,027      1.2%       0.5%       2.2%       3.9%
Manufactured home loans sold with recourse        123,897      3.0%       1.6%       0.8%       5.4%
                                                 ---------------------------------------------------
Total                                            $223,924      2.2%       1.1%       1.4%       4.7%
                                                 ===================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                          DECEMBER 31, 2000
                                                              ----------------------------------------
                                                                           Days delinquent
                                                              ----------------------------------------
                                               Number of                         Greater than
                                                 Loans        31-60      61-90        90         Total
------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>        <C>     <C>             <C>
Manufactured home loans available for sale       2,304         1.0%       0.9%       3.5%         5.4%
Manufactured home loans sold with recourse       4,199         3.3%       0.4%       0.4%         4.1%
                                               --------------------------------------------------------
Total                                            6,503         2.5%       0.5%       1.5%         4.5%
                                               =======================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                          Days delinquent
                                                              ---------------------------------------
                                                                       (Dollars in thousands)
                                                  Gross                            Greater
                                                Principal                           than
                                                 Balance      31-60      61-90       90         Total
-----------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>        <C>       <C>          <C>
Manufactured home loans available for sale       $ 95,234      1.0%       0.9%       3.5%       5.4%
Manufactured home loans sold with recourse        161,726      2.9%       0.3%       0.4%       3.6%
                                                -----------------------------------------------------
Total                                            $256,960      2.2%       0.5%       1.6%       4.3%
                                                =====================================================
</TABLE>


                                       18
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     The Company defines non-performing loans as those loans that are 90 or more
     days delinquent in contractual principal payments. Non-performing loans may
     consist of loans currently in the Company's available for sale portfolio
     that had been sold and subsequently repurchased under various recourse
     provisions and loans that were originated by the Company and remained in
     the available for sale portfolio. At September 30, 2001 the principal
     balance of non-performing loans which losses would potentially be charged
     against the allowance for credit losses was approximately $937,000 compared
     to $2.58 million at December 31, 2000. The principal balance of
     non-performing loans which losses would potentially be charged against the
     recourse liability was approximately $1.26 million at September 30, 2001
     compared to $757,000 at December 31, 2000.


                                       19
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Bingham is exposed to market risk on its financial instruments from changes
     in interest rates. Currently the Company is not using any financial
     instruments for trading purposes or to manage interest rate risk. The
     Company's financial instruments consist primarily of fixed rate
     manufactured home loan receivables, residual interests in a pool of fixed
     rate manufactured home loan receivables and variable and fixed rate notes
     payable.

     The following table shows the expected maturity dates of the Company's
     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                              $    120      $      --         $     --         $      --        $     120
    Restricted cash                                      1,150             --               --                --            1,150
    Loans receivable, net                                  237            666            6,904            92,407          100,214
    Servicing rights                                       294            680            5,558               618            7,150
    Servicing advances                                   6,393          1,598               --                --            7,991
    Furniture, fixtures and equipment, net                 205            615            1,044                --            1,864
    Deferred federal income taxes                           --            785            9,027                --            9,812
    Loan sale proceeds receivable                          388          1,015            2,865             1,700            5,968
    Residual interest in loans sold                         --             --            2,675             6,242            8,917
    Other assets                                         2,207            336            1,379               768            4,690
                                                      ----------------------------------------------------------------------------
        Total assets                                  $ 10,994      $   5,695         $ 29,452         $ 101,735        $ 147,876
                                                      ============================================================================

LIABILITIES:
    Accounts payable and accrued expenses             $  3,338      $   2,384         $     90         $      --        $   5,812
    Recourse liability                                     801          2,802            4,003               400            8,006
    Advances under repurchase agreement                     --         79,258               --                --           79,258
    Subordinated debt                                      (19)           (58)           3,798                --            3,721
    Notes Payable                                       43,123             --               --                --           43,123
                                                      ----------------------------------------------------------------------------
        Total liabilities                               47,243         84,386            7,891               400          139,920
                                                      ----------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
    Common stock                                            --             --               --            26,478           26,478
    Paid-in-capital                                         --             --               --               792              792
    Unearned stock compensation                            (13)           (55)             (49)               --             (117)
    Accumulated deficit                                     --             --               --           (19,197)         (19,197)
                                                      ----------------------------------------------------------------------------
        Total liabilities and stockholders' equity    $ 47,230      $  84,331         $  7,842         $   8,473        $ 147,876
                                                      ============================================================================
    Reprice difference                                $(36,236)     $ (78,636)        $ 21,610         $  93,262
    Cumulative gap                                    $(36,236)     $(114,872)        $(93,262)        $      --
    Percent of total assets                            (46.81%)      (148.40%)        (120.48%)        $      --
</TABLE>


                                       20
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

     The Company's operations may be directly affected by fluctuations in
     interest rates. While the Company monitors interest rates and has in the
     past employed strategies such as forward interest rate swaps and Treasury
     rate locks, designed to hedge some of the risks associated with changes in
     interest rates, no assurance can be given that the Company's results of
     operations and financial condition will not be adversely affected during
     periods of fluctuations in interest rates. The Company currently has no
     open hedge positions on its loans held for sale. The Company's present
     strategy is to securitize or sell all new production within three to nine
     months of origination. Because the interest rates on the majority of the
     Company's lines of credit used to fund and acquire loans are variable and
     the rates charged on loans the Company originates are fixed, increases in
     the interest rates after the time the loans are originated and prior to
     their sale may reduce the gain on loan sales earned by the Company.

     The following table shows the Company's financial instruments that are
     sensitive to changes in interest rates at September 30, 2001 categorized by
     expected maturity and the instruments' fair values.

<TABLE>
<CAPTION>
                                                                         Contractual Maturity
                                       ---------------------------------------------------------------------------------------------
                                                                                                                             Total
                                          2001        2002         2003         2004           2005        Thereafter     Fair Value
                                       ---------------------------------------------------------------------------------------------
Interest sensitive assets:                                               (Dollars in thousands)
<S>                                    <C>           <C>         <C>           <C>           <C>           <C>            <C>
   Loans receivable                    $    903      $1,080      $1,180        $1,352        $1,443        $ 94,256        $100,214
   Average interest rate                  11.10%      11.10%      11.10%        11.10%        11.10%          11.10%          11.10%

   Interest bearing deposits              1,834          --          --            --            --              --           1,834
   Average interest rates                  2.30%         --          --            --            --              --            2.30%

   Residual interests                        --          --          70           405           348           8,094           8,917
   Average interest rate                     --          --       14.91%        14.91%        14.91%          14.91%          14.91%

                                       ---------------------------------------------------------------------------------------------
Total interest sensitive assets        $  2,737      $1,080      $1,250        $1,757        $1,791        $102,350        $110,965
                                       =============================================================================================

Interest sensitive liabilities:
  Borrowings:
   Advances under repurchase
   agreements                          $ 79,258      $   --      $   --        $   --        $   --        $     --        $ 79,258
   Average interest rate                   5.32%         --          --            --            --              --            5.32%

   Subordinated debt                         --          --          --         3,721            --              --           3,721
   Average interest rate                     --          --          --         11.68%           --              --           11.68%

   Notes payable                         43,123          --          --            --            --              --          43,123
   Average interest rate                   7.15%         --          --            --            --              --            7.15%
                                       ---------------------------------------------------------------------------------------------
Total interest sensitive liabilities   $122,381      $   --      $   --        $3,721        $   --        $     --        $126,102
                                       =============================================================================================
</TABLE>


                                       21
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  On September 4, 2001, a lawsuit Bingham filed against Detroit
                  Mortgage and Realty Company and certain of its affiliates in
                  the Circuit Court of Oakland County, Michigan was settled.
                  Under the settlement agreement, the Detroit Mortgage and
                  Realty parties paid Bingham $75,000. In addition, the court
                  dismissed all counterclaims brought by Detroit Mortgage and
                  Realty and its affiliates against Bingham and its affiliates

                  The Company is subject to various other 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 6. (A)       EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K

                  Exhibit No.       Description
                  -----------       -----------
                  10.1              Master Repurchase Agreement dated May 29,
                                    2001 between Credit Suisse First Boston
                                    Mortgage Capital LLC and Origen Special
                                    Holdings Corporation

                  10.2              Annex I to Master Repurchase Agreement dated
                                    May 29, 2001 between Credit Suisse First
                                    Boston Mortgage Capital LLC and Origen
                                    Special Holdings Corporation

                  10.3              Guaranty dated May 29, 2001 made by Bingham
                                    Financial Services Corporation in favor of
                                    Credit Suisse First Boston Mortgage Capital
                                    LLC

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

                  None.


                                       22
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
                                ----------------

                                   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: November 13, 2001

                                         BINGHAM FINANCIAL SERVICES CORPORATION

                                         By: /s/  W. Anderson Geater
                                             ----------------------------------
                                                  W. Anderson Geater,
                                                  Chief Financial Officer

                                       23