<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



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


                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999.

                                       OR

     | | Transition pursuant to Section 13 or 15(d) of the Securities Exchange
         Act of 1934



                         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                                  48009
         Birmingham, Michigan                          (Zip Code)
(Address of Principal Executive Offices)


       Registrant's telephone number, including area code: (248) 644-5470

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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

       2,489,151 shares of Common Stock, no par value as of July 31, 1999







                                  Page 1 of 19


<PAGE>   2


                     BINGHAM FINANCIAL SERVICES CORPORATION
                                      INDEX

                                    ---------


<TABLE>
<CAPTION>
                                                                                           PAGES
                                                                                           -----

PART I

<S>                                                                                       <C>
Item 1. Financial Statements:

        Consolidated Balance Sheets as of June 30, 1999 and
                 September 30, 1998                                                           3

        Consolidated Statements of Operations for the Three Months and Nine
                 Months Ended June 30, 1999 and 1998                                          4

        Consolidated Statements of Cash Flows for the Nine Months Ended
                 June 30, 1999 and 1998                                                       5

        Notes to Consolidated Financial Statements                                          6-9


Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                      10-15

Item 3. Quantitative and Qualitative Disclosures About Market Risk                        16-17


PART II

        Item 1 Legal Proceedings                                                             18

        Item 6 (a) Exhibits Required by Item 601 of Regulation S-K                           18

        Signatures                                                                           19

        Exhibit Index                                                                        20
</TABLE>




                                       2

<PAGE>   3




                     BINGHAM FINANCIAL SERVICES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30 1999 AND SEPTEMBER 30, 1998

                                   ----------



<TABLE>
<CAPTION>
                                                                           JUNE 30,             SEPTEMBER 30,
                                    ASSETS                                  1999                    1998
                                                                      ----------------        ----------------
                                                                          (In thousands, except share data)
                                                                         (Unaudited)
<S>                                                                   <C>                     <C>
Cash and cash equivalents                                             $            632        $          1,979
Restricted cash                                                                  3,940                   2,253
Loans receivable, net                                                           71,277                  86,075
Property and equipment, net                                                        880                     655
Other assets                                                                     5,592                   3,897
                                                                      ----------------        ----------------

         Total assets                                                 $         82,321        $         94,859
                                                                      ================        ================

     LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Advances by mortgagors                                           $          3,921        $          2,238
     Accounts payable and accrued expenses                                         239                     636
     Advances under repurchase agreements                                       36,287                  56,892
     Subordinated debt, net of debt discount
         of $452 and $510, respectively                                          3,548                   3,490
     Notes payable                                                              11,022                  17,848
                                                                      ----------------        ----------------

         Total liabilities                                                      55,017                  81,104
                                                                      ----------------        ----------------

Minority interest                                                                  234                    298
                                                                      ----------------        ----------------
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; 2,422,154 and 1,576,818 shares issued
         and outstanding at June and Sept., respectively                        25,634                  13,608
     Paid-in capital                                                               572                     533
     Retained earnings (deficit)                                                   864                    (684)
                                                                      ----------------        ----------------

                    Total stockholders' equity                                  27,070                  13,457
                                                                      ----------------        ----------------
                    Total liabilities and stockholders'
                    equity                                            $         82,321        $         94,859
                                                                      ================        ================
</TABLE>



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




                                       3

<PAGE>   4


                     BINGHAM FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
        FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1999 AND 1998

                                   ----------

<TABLE>
<CAPTION>


                                                                THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                     JUNE 30,                           JUNE 30,
                                                              1999             1998                1999         1998
                                                       -------------------------------        -------------------------
REVENUES:                                                         (In thousands, except earnings per share)
                                                       -------------------------------        -------------------------
<S>                                                         <C>              <C>              <C>             <C>
        Interest income                                     $ 2,521          $   819          $ 7,256         $ 1,535
        Mortgage origination and servicing fees                 888              973            1,441           1,112
        Sale of mortgage servicing rights                        --              324               --             324
        Gain on sale of loans                                 1,126               --            4,089              --
        Other income                                             58               70              150             161
                                                            -------          -------          -------         -------
                Total revenues                                4,593            2,186           12,936           3,132
                                                            -------          -------          -------         -------

COSTS AND EXPENSES:
        Interest expense                                      1,953              405            5,494             692
        Provision for credit losses                              72               42              232              92
        General and administrative                            1,259              463            2,719             791
        Other operating expenses                                845              616            2,205             683
                                                            -------          -------          -------         -------
                Total costs and expenses                      4,129            1,526           10,650           2,258
                                                            -------          -------          -------         -------

                Income before income taxes                      464              660            2,286             874

Provision for income taxes                                      160              225              737             297
                                                            -------          -------          -------         -------

        Net income                                          $   304          $   435          $ 1,549         $   577
                                                            =======          =======          =======         =======

Weighted average common shares outstanding:
        Basic                                                 2,167            1,577            1,773           1,170
                                                            =======          =======          =======         =======

        Diluted                                               2,373            1,948            1,991           1,404
                                                            =======          =======          =======         =======

Earnings per share:
        Basic                                               $  0.14          $  0.28          $  0.87         $  0.49
                                                            =======          =======          =======         =======

        Diluted                                             $  0.13          $  0.22          $  0.78         $  0.41
                                                            =======          =======          =======         =======
</TABLE>




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




                                       4

<PAGE>   5


                     BINGHAM FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                FOR THE NINE MONTHS ENDED JUNE 30, 1999 AND 1998

                                   ----------


<TABLE>
<CAPTION>
                                                                                            NINE MONTHS ENDED
                                                                                                JUNE 30,
                                                                                        1999                1998
                                                                                   ----------------------------------
                                                                                             (In thousands)
<S>                                                                                 <C>                 <C>
Cash flows from operating activities:
    Net income                                                                      $   1,549           $     577
    Adjustments to reconcile net income to net
          cash used for operating activities:
       Provision for credit losses                                                        232                  78
       Depreciation and amortization                                                      888                 156
       Originations of loans held for sale                                            (92,527)            (46,772)
       Principal collections on loans held for sale                                     2,390               1,342
       Proceeds from sale of loans held for sale                                      108,494                  --
       Gain on sale of investment securities                                               --                 (14)
       Gain on sale of loans                                                           (4,089)                 --
       Increase in other assets                                                        (4,193)             (2,391)
       Increase in other liabilities                                                    3,305               1,667
                                                                                    ---------           ---------

               Net cash provided by (used for) operating activities                    16,049             (45,357)
                                                                                    ---------           ---------

Cash flows from investing activities:
    Proceeds from the sale of investment securities                                        --                  71
    Capital expenditures                                                                 (297)                (27)
                                                                                    ---------           ---------

               Net cash provided by (used for) investing activities                      (297)                 44
                                                                                    ---------           ---------

Cash flows from financing activities:
    Issuance of common stock                                                           11,978              13,618
    Proceeds from issuance of subordinated debt,
          and related warrants                                                             --               4,000
    Advances under repurchase agreements                                               64,658              24,365
    Repayment of advances under repurchase agreements                                 (85,263)                 --
    Proceeds from notes payable                                                        68,630              15,225
    Repayment of notes payable                                                        (77,102)             (9,748)
                                                                                    ---------           ---------

               Net cash provided by (used for) financing activities                   (17,099)             47,460
                                                                                    ---------           ---------

Net change in cash and cash equivalents                                                (1,347)              2,147

Cash and cash equivalents, beginning of period                                          1,979                  --
                                                                                    ---------           ---------

Cash and cash equivalents, end of period                                            $     632           $   2,147
                                                                                    =========           =========
</TABLE>



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



                                       5


<PAGE>   6



                     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 ("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 September 30, 1998. 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 per share is calculated by dividing net income by the average
    number of shares outstanding during the applicable period.

    The Company has issued warrants, stock options and restricted stock awards
    which are considered to be potentially dilutive to common stock. Diluted
    earnings per share is calculated by dividing net income by the average
    number of shares outstanding during the applicable period adjusted for these
    potentially dilutive warrants, options and stock awards.

    The following table sets forth the computation of per share earnings and
    illustrates the dilutive effect of warrants, options and stock awards
    outstanding:

<TABLE>
<CAPTION>
                                                                Three months ended June 30,
                                              --------------------------------------------------------------
                                                       1999                                   1998
                                              --------------------------------------------------------------
                                                         (In thousands, except earnings per share)
                                                                Earnings                      Earnings
                                                 Shares         per share      Shares         per share
                                              --------------------------------------------------------------
<S>                                               <C>           <C>              <C>          <C>
    Basic EPS                                     2,167         $    0.14        1,577        $   0.28
    Net dilutive effect of:
        Options and awards                           25                 -           48           (0.01)

        Warrants                                    181             (0.01)         323           (0.05)
                                              --------------------------------------------------------------
                Diluted EPS                       2,373         $    0.13        1,948        $   0.22
                                              ==============================================================
</TABLE>






                                       6



<PAGE>   7

                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   ---------


<TABLE>
<CAPTION>
                                                                Nine months ended June 30,
                                              ------------------------------------------------------------------
                                                          1999                               1998
                                              ------------------------------------------------------------------
                                                             (In thousands, except earnings per share)
                                                                Earnings                       Earnings
                                                   Shares       per share         Shares       per share
                                              ------------------------------------------------------------------
<S>                                                  <C>         <C>                <C>          <C>
                Basic EPS                            1,773       $  0.87            1,170        $    0.49

                Net dilutive effect of:
                    Options and awards                  28         (0.01)              29            (0.01)

                    Warrants                           190         (0.08)             205            (0.07)
                                              ------------------------------------------------------------------
                Diluted EPS                          1,991       $  0.78            1,404        $    0.41
                                              ==================================================================
</TABLE>




3.  OTHER COMPREHENSIVE INCOME
    Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
    Comprensive Income," was adopted effective on June 30, 1999. SFAS
    establishes standards for reporting comprehensive income. Other
    comprehensive income refers to revenues, expenses, gains and losses that
    under generally accepted accounting principles have previously been reported
    as separate components of equity in the Company's consolidated financial
    statements.

<TABLE>
<CAPTION>

<S>                                                             <C>
    Net income                                                  $304,000
    Other comprehensive income net of tax:
      Unrealized gains on securities:
          Unrealized holding gains during period                  31,000
                                                                --------
    Comprehensive income                                        $335,000
                                                                ========
</TABLE>




4. ALLOWANCE FOR LOAN LOSSES:

   The allowance for possible losses on loans is maintained at a level believed
   adequate by management to absorb potential losses from impaired loans as well
   as the remainder of the loan portfolio. The allowance for loan losses is
   based upon periodic analysis of the portfolio, economic conditions and
   trends, historical credit loss experience, borrowers' ability to repay and
   collateral values.


   Changes in allowance for loan losses are summarized as follows:

<TABLE>
<CAPTION>



                                          Three months ended June 30,             Nine months ended June 30,
                                            1999            1998                    1999              1998
                                      ----------------------------------     ----------------------------------
                                                                        (In thousands)
<S>                                      <C>              <C>                   <C>               <C>
   Balance at beginning of period        $   284          $   109               $   185           $     58
   Provision for loan losses                  72               42                   232                 92
   Net losses                                (86)             (15)                 (147)               (14)
                                      ----------------------------------     ----------------------------------
        Balance at end of period        $    270          $   136               $   270           $    136
                                      ==================================     ==================================
</TABLE>





                                       7


<PAGE>   8


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   ---------


5. DEBT:

   At the time of its initial public offering in November 1997 the Company
   entered into a subordinated debt facility with Sun Communities ("Sun"). The
   facility consisted of a $4.0 million term loan and a five-year revolving line
   of credit for up to $6.0 million. In accordance with the subordinated debt
   loan agreement the Company has issued detachable warrants to Sun covering
   400,000 shares of common stock at a price of $10 per warrant share. The
   detachable warrants have a term of seven years and may be exercised at any
   time after the fourth anniversary of issuance. In March 1998 Sun provided a
   line of credit of up to $12.0 million payable upon demand and in March 1999
   they provided an additional line of credit of up to $10.0 million also
   payable upon demand.

   In March 1998 the Company's commercial mortgage subsidiary entered into a
   one-year master repurchase agreement with a lender to finance up to $150
   million of fixed rate commercial loans collateralized by real estate. In
   September 1998 that agreement was amended and restated to include
   manufactured home and floor plan loans. The borrowing limit was also
   increased to $250 million. The loans are financed at 85% to 92% of the then
   current face value, depending on the asset class and certain concentration
   constraints. The repurchase transactions are for 30 days and may be rolled
   over for up to nine months. In March 1999 the Company amended the master
   repurchase agreement reducing the borrowing limit to $100 million. This will
   allow the Company to reduce its overall committed facility costs and
   accommodates the Company's strategy of reducing the holding time of the loan
   portfolio. The borrowing limit can be increased with the consent of both
   parties should the need arise.

   At June 30, 1999 and September 30, 1998 debt outstanding was as follows:

<TABLE>
<CAPTION>

                                                                  June 30                    September 30
                                                                 ----------------------------------------
                                                                   1999                           1998
   ------------------------------------------------------------------------------------------------------
                                                                              (In thousands)
<S>                                                              <C>                           <C>
            Loans sold under agreements to repurchase            $    36,287                   $   56,892
            Revolving line of credit............                      11,022                       17,848
            Term loan, net of discount..........                       3,548                        3,490
                                                                 -----------                   ----------
                                                                 $    50,857                   $   78,230
                                                                 ===========                   ==========
</TABLE>


6. FINANCIAL INSTRUMENTS:

The Company hedges a portion of its commercial mortgage loan portfolio as part
of its interest rate risk management strategy and as a condition of the related
repurchase agreement, which finances the portfolio. The Company hedges the
interest rate risk on its portfolio by entering into forward sales of U.S.
Treasury Securities and U.S. Treasury rate locks. The Company classifies these
forward sales and rate locks as hedges on specific loan receivables. Any gross
unrealized gains or losses on these hedge positions are an adjustment to the
basis of the mortgage loan portfolio and are used in the lower of cost or market
valuation to establish a valuation allowance.

   The following table identifies the gross unrealized gains/losses of the
   forward sales and rate locks as of June 30, 1999 and September 30, 1998:

<TABLE>
<CAPTION>
                                             June 30, 1999         September 30, 1998
                                           Gross Unrealized         Gross Unrealized
   Security Description                      Gains (Losses)              Losses
   -------------------------------------------------------------------------------------
<S>                                          <C>                   <C>

</TABLE>



                                       8

<PAGE>   9


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



<TABLE>
<CAPTION>

                                              -------------
                                          (Dollars in thousands)
<S>                                       <C>             <C>
   TREASURY RATE LOCKS:
       U.S. Treasury 4.750% - 11/08       $    112      $    --

       U.S. Treasury 5.625% - 5/08             102           --

       U.S. Treasury 5.500% - 5/09              (1)          --

   FORWARD SALES:
       U.S. Treasury 6.125% - 8/07              --       (2,019)

       U.S. Treasury 6.375% - 8/27              --         (294)

       U.S. Treasury 5.500% - 2/08              --       (1,649)

       U.S. Treasury 5.625% - 5/08              --         (321)

                                       ----------------------------
                                          $    213      $(4,283)
                                       ============================

</TABLE>








                                       9



<PAGE>   10



                     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 1998
    Form 10-K of Bingham Financial. Results of operations for the three-month
    and nine-month periods presented are not necessarily indicative of results
    which may be expected for the entire year.

    RESULTS OF OPERATIONS

    The Company reported net income of $304,000 for the quarter ended June 30,
    1999 compared to net income of $435,000 in the quarter ended June 30, 1998.
    The decrease in net income is due primarily to an increase in general and
    administrative expenses and other operating expenses of approximately $1.2
    million.  The significant increase in general and administrative expenses is
    the result of the continued growth in the size of the Company to
    approximately 70 fulltime employees at June 30, 1999. The large increase in
    general operating expenses was offset by $1.1 million increase in gain on
    loan sales.

    Net income for the nine months ended June 30, 1999 was $1.5 million versus
    net income of $577,000 for the nine months ended June 30, 1998. The primary
    reasons for the increased income were the increase in net interest income of
    $900,000 and an increase in gain on loan sales of approximately $4.1
    million. Offsetting the increases in income were increases in general and
    administrative expenses and other operating expenses of $3.5 million.

    Interest income earned on the manufactured home and commercial mortgage loan
    portfolios increased to $2.5 million for the quarter ended June 30, 1999
    from $819,000 for the comparable quarter in 1998. The increase was due to
    significant increase in origination volume in manufactured home and
    commercial mortgage loans.

    Similarly, interest income for the nine months ended June 30, 1999 increased
    to $7.3 million as compared to $1.5 million for the nine months ended June
    30, 1998. The same factors that accounted for the increase in the third
    quarter were also present in the year-to-date increases. The average balance
    of the loan portfolio held for sale increased approximately $97 million for
    the nine months ended June 30, 1999 versus the nine months ended June 30,
    1998

    Interest expense increased to approximately $2.0 million in the third
    quarter of fiscal 1999 as compared to $405,000 in the third quarter of
    fiscal 1998. The large increase is due to the substantial increase in
    borrowings to fund originations of manufactured home loans and commercial
    mortgage loans held for sale net of a decrease in the Company's average
    borrowing rate.

    Interest expense for the nine-month period ended June 30, 1999 increased to
    $5.5 million from $692,000 for the comparable nine months in the previous
    year. As with the quarterly period, an increase in total borrowings net of a
    decrease in the average borrowing rate accounted for the differences in the
    comparable periods.

    Net interest margin, which is net interest income divided by the average
    outstanding balance of interest earning assets, has decreased to 1.75% for
    the quarter ended June 30, 1999 as compared to 3.3% for the quarter ended
    June 30, 1998. This is primarily due to the increase in average outstanding
    balance of commercial mortgage loans, which represent approximately 71% of
    the loan portfolio and have a lower weighted average interest rate.




                                       10


<PAGE>   11


                     BINGHAM FINANCIAL SERVICES CORPORATION

                                   -----------


The following table sets 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 June 30, 1999 and 1998
                                    ---------------------------------------------------------------------------------------
                                     Average Balance      Average Rate      Interest       Increase      Variance due to:
                                    ----------------------------------------------------
                                      1999     1998     1999     1998     1999      1998  (Decrease)     Volume     Rate
                                    ---------------------------------------------------------------------------------------
<S>                                 <C>         <C>      <C>      <C>     <C>        <C>        <C>        <C>      <C>
    Interest-earning assets:
       Loans                        $133,054    34,580   7.58%    9.47%   $ 2,521    $ 819      $ 1,702    $ 2,331  $ (629)
       Cash and equivalents            4,471     3,833   2.83%    2.63%        32       25            7          4       3
                                    ---------------------------------------------------------------------------------------
                                     137,525    38,413   7.43%    8.79%     2,553      844        1,709      2,335    (626)
                                    ---------------------------------------------------------------------------------------

    Interest-bearing Liabilities
       Term loan                       4,000     4,000  11.68%   11.68%       117      117            -          -       -
       Revolving line of credit       22,406     9,999   7.61%    6.68%       426      167          259        207      52
       Loans sold under repurchase    91,471    14,371   6.17%    6.76%     1,410      121        1,289      1,425    (136)
                                    ---------------------------------------------------------------------------------------
                                     117,877    28,370   6.63%    7.43%     1,953      405        1,548      1,632     (84)
                                    ---------------------------------------------------------------------------------------

    Interest rate spread                                  .80%    1.36%
    Excess average earning assets   $ 19,648   $10,043   7.43%    8.79%
                                    ====================================
    Net interest margin                                  1.75%    3.30%   $   600    $ 439      $   161    $   703  $ (542)
                                                       ====================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                            Nine months ended June 30, 1999 and 1998
                                    ---------------------------------------------------------------------------------------
                                     Average Balance       Average Rate      Interest       Increase     Variance due to:
                                    ----------------------------------------------------
                                      1999     1998     1999     1998     1999      1998    (Decrease)    Volume     Rate
                                    ----------------------------------------------------------------------------------------
<S>                                 <C>       <C>       <C>       <C>     <C>      <C>          <C>        <C>      <C>
    Interest-earning assets:
       Loans                        $117,825  $ 20,868   8.21%    9.81%   $ 7,256  $ 1,535      $ 5,721    $ 7,133  $(1,412)
       Cash and equivalents            4,390     2,994   2.25%    2.86%        74       29           45         65      (20)
                                    ----------------------------------------------------------------------------------------
                                     122,215    23,862   8.00%    8.94%     7,330    1,564        5,766      7,198   (1,432)
                                    ----------------------------------------------------------------------------------------

    Interest-bearing Liabilities
       Term loan                       4,000     3,333  11.68%   11.29%       350      282           68         57       11
       Revolving line of credit       21,228     5,542   6.81%    7.11%     1,084      263          821        773       48
       Loans sold under repurchase    84,382    14,371   6.26%    6.76%     3,962      121        3,841      4,158     (317)

                                    ----------------------------------------------------------------------------------------
                                     109,610    23,246   6.56%    7.50%     5,396      666        4,730      4,988     (258)
                                    ----------------------------------------------------------------------------------------

    Interest rate spread                                 1.43%    1.44%
    Excess average earning assets   $ 12,605  $    616   8.00%    8.94%
                                    ====================================
    Net interest margin                                  2.11%    1.63%   $ 1,934  $   898      $ 1,036    $ 2,210  $(1,174)
                                                       =====================================================================
</TABLE>



    Mortgage origination fees are related to the commercial mortgage loans
    originated and placed with outside investors. Placement fees for the quarter
    ended June 30, 1999 totaled approximately $734,000 compared to placement
    fees of $904,000 for the quarter ended June 30, 1998. The slight decrease is
    due to more loans being originated and held for sale as opposed to
    immediately being placed with outside investors.



                                       11


<PAGE>   12


                     BINGHAM FINANCIAL SERVICES CORPORATION

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


    For the nine months ended June 30, 1999 placement fees were $1.1 million
    versus $1.0 million for the comparable nine month period for the previous
    year even though the Company had only been originating commercial mortgage
    loans for four months of the nine month period in 1998. As with the quarter
    ended June 30, 1999 the Company has been originating more loans to hold for
    sale rather than immediately placing with outside investors.

    A recovery of $2.4 million related to the valuation of the loan portfolio
    and related hedge positions was recognized for the nine month period ended
    June 30, 1999. The hedge positions are used by management in an attempt to
    mitigate the risk of loss arising from adverse changes in market prices and
    interest rates associated with the fixed rate loans in the commercial
    mortgage loan portfolio. There are no comparable gains or losses on
    valuations of the loan portfolio and hedge positions for the nine months
    ended June 30, 1998.

    Gain on sale of loans represents the difference between the proceeds from
    sale and the allocated carrying cost of the loans sold. The gain is also net
    of required reserves for the potential refund of any premium paid for loans
    that are prepaid in the first twelve months after the date of the sale on
    loans sold with recourse. The Company sold approximately $10 million in
    manufactured home loans in one bulk sale and securitzed and sold
    approximately $80 million of commercial mortgage loans and recorded a gain
    on sale of loans of $1.1 million for the three months ended June 30, 1999.
    There were no loan sales in the comparable quarter of the previous year.

    For the nine months ended June 30, 1999 the Company has sold approximately
    $20.4 million of manufactured home loans and securitized and sold
    approximately $80 million of commercial mortgage loans recognizing gains on
    loan sales of approximately $4.1 million. The $4.1 million in gain includes
    a $2.4 million recovery in the loan portfolio values, including hedges.
    There were no loan sales in the comparable nine-month period of 1998.

    A provision for credit losses is charged to income in amounts sufficient to
    maintain an allowance level estimated to cover losses from liquidating
    manufactured home loans. The allowance level is determined based on a formal
    review of the size and quality of the manufactured home loan portfolio in
    conjunction with the current market and prevailing economic conditions.

    The Company recorded a provision for credit losses of $72,000 and $42,000
    for the three-month periods ended June 30, 1999 and 1998, respectively. The
    increase was due to the increase in the size of the manufactured home loan
    portfolio. For the nine-month periods ended June 30, 1999 and 1998,
    provision for credit losses was $232,000 and $92,000, respectively.

    General and administrative expenses and other operating expenses have
    increased in recent periods as a result of the expansion of both the
    manufactured home and commercial mortgage lending operations. The largest
    increase has been in personnel costs that were approximately $994,000 and
    $580,000 for three months ended June 30, 1999 and 1998, respectively. For
    the nine months ended June 30, 1999 and 1998, personnel costs have been $2.5
    million and $806,000, respectively.



    LIQUIDITY AND CAPITAL RESOURCES

    Liquidity represents the ability to meet financial obligations when due. The
    Company expects to meet its short-term liquidity requirements through
    working capital provided by operating activities. The Company expects to
    meet its long-term liquidity requirements through a combination of
    additional equity offerings, draws on its revolving lines of credit,
    advances under its master repurchase agreement, whole loan sales and
    possible future periodic securitizations of its loan portfolio.



                                       12

<PAGE>   13


                     BINGHAM FINANCIAL SERVICES CORPORATION

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


    During the three month period ended June 30, 1999 the Company issued 800,330
    shares of its common stock in a private equity raise. The stock issuance
    resulted in proceeds of approximately $12.0 million.

    Total borrowings decreased $27.3 million during the three-month period ended
    June 30, 1998 to $50.8 million at June 30, 1999. The decreased borrowings
    were due primarily to approximately $108.4 million in proceeds from the
    securitization and sale of approximately $80.0 million of commercial
    mortgage loans and $20.4 million of manufactured home loans. Decreased
    borrowings are net of approximately $92.5 million for the funding of new
    loan originations.

    LOANS RECEIVABLE

    Net loans receivable decreased $14.9 million from September 30, 1998 to
    $71.2 million at June 30, 1999. Commercial mortgage loans originated and
    held for sale were $55.0 million and manufactured home loan originations
    were $18.6 million for the three months ended June 30, 1999. New loan
    originations were partially offset by sales of $20.4 million of manufactured
    home loans and $80.0 million of commercial mortgage loans.

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

<TABLE>
<CAPTION>
                                                             June 30, 1999
                                                   ---------------------------------------------------
                                                         Manufactured           Commercial
                                                          Home Loans              Loans
    --------------------------------------------------------------------------------------------------
                                                                (Dollars in thousands)
<S>                                                     <C>                        <C>
    Principal balance loans receivable, net             $   38,536                 $  32,635
    Number of loans........................                  1,344                        11
    Average loan balance..................              $       29                 $   2,967
    Weighted average loan yield.........                      10.9%                     8.15%
    Weighted average initial term........                     22.0 years                10.6 years
</TABLE>


    Delinquency statistics at June 30, 1999 for the manufactured home loan
    portfolio are as follows:

<TABLE>
<CAPTION>
                                       Number of                            Greater
                                         Loans       31-60       61-90      Than 90         Total
    --------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>        <C>          <C>            <C>
    Manufactured home loans               1,344       2.2%       1.0%         1.4%           4.6%
    Manufactured home loans
      sold with full recourse             1,016       1.1%       0.3%         0.1%           1.5%
                                ----------------------------------------------------------------------
                                          2,360       1.7%       0.7%         0.8%           3.2%
                                ======================================================================


                                  Gross Principal                             Greater
                                      Balance          31-60       61-90      than 90        Total
    --------------------------------------------------------------------------------------------------
                                                          (Dollars in thousands)
<S>                                    <C>            <C>        <C>          <C>            <C>
    Manufactured home loans            $ 38,687       1.9%       0.9%         1.3%           4.1%
    Manufactured home loans
      sold with full recourse            30,022       1.1%       0.3%         0.1%           1.5%
                                ----------------------------------------------------------------------
                                       $ 68,709       1.5%       0.6%         0.8%           2.9%
                                ======================================================================
</TABLE>


    There were no delinquent commercial mortgage loans at June 30, 1999.




                                       13

<PAGE>   14

                     BINGHAM FINANCIAL SERVICES CORPORATION

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


    YEAR 2000 READINESS

    Some computers, software, and other equipment include a programming code in
    which calendar year data is abbreviated to only two digits. As a result of
    this design decision, some of these systems could fail to operate or fail to
    produce correct results if "00" is interpreted to mean 1900, rather than
    2000. In 1998 the Company initiated a corporate wide program designed to
    ensure that all critical computer programs function properly in the year
    2000. The Company is also analyzing and working with vendors and other
    external businesses to identify and avoid any year 2000 problems related to
    the software or services they provide.

    Phase I of the Company's year 2000 project is complete. It involved an
    assessment of the internal and external critical systems and hardware that
    could be affected by the year 2000 problem and the current compliant status
    of the system or hardware.

    In Phase II of the project the Company's management information systems
    staff developed solutions or implemented vendor-provided solutions to remedy
    all year 2000 non-compliant issues including non-information technology
    systems. All internal critical systems that required a year 2000 update
    provided by a vendor have been corrected. To date there have been no systems
    that required complete replacement. All non-compliant hardware has been
    replaced. Any new systems or hardware to be acquired are verified to be year
    2000 compliant. Phase II also includes testing of updated systems and
    hardware for compliance. This portion of the project is ongoing. Some
    testing needs to be completed on the Company's servicing and origination
    systems. At this time the Company has received very specific statements of
    compliance on both systems.

    The Company continues to obtain statements of compliance from its external
    vendors and business relationships to verify that they are year 2000
    compliant. This part of Phase II was also expected to be completed by the
    second quarter of 1999. While the Company has received statements of
    compliance from the majority of its outside vendors, it has not received all
    statements requested. Bingham will continue to obtain the necessary
    statements of compliance from vendors and outside business relationships
    that it has defined as critical.

    In the event the Company does not complete any additional phases of Year
    2000 readiness, under "worst case scenario" the Company would be required to
    process certain transactions manually, which may effect customer service. In
    addition, disruptions in the economy generally resulting from Year 2000
    issues could materially effect the Company. The Company could be subject to
    litigation for equipment shutdown or failure to properly date customer
    records. The amount of potential liability and lost revenue cannot be
    reasonably estimated at this time.

    Year 2000 compliance costs to date have totaled approximately $40,000. The
    majority of the cost is estimated MIS personnel expense required for
    identifying, testing and, where necessary, updating critical systems. The
    cost also includes the replacement of some non-compliant hardware. The
    Company currently estimates the total costs of the year 2000 project will
    not be material to its financial position or results of operations.

    The impact of year 2000 issues depends not only on the corrective actions
    the Company takes, but also on the way these issues are handled by
    businesses, governmental agencies and other third parties that provide data,
    services and utilities to the Company. While the Company is in the process
    of testing and correcting identified year 2000 problems, these procedures
    are limited to matters over which it is reasonably able to exercise control.
    The Company's ability to achieve year 2000



                                       14


<PAGE>   15


                     BINGHAM FINANCIAL SERVICES CORPORATION

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


    readiness and the level of incremental costs associated with it could be
    adversely impacted by, among other things, the availability and cost of
    programming and testing resources, vendors' ability to modify proprietary
    software and unanticipated problems identified in the ongoing compliance
    review.



    SUBSEQUENT EVENTS

    In July 1999 the Company acquired all the issued and outstanding stock of
    Hartger & Willard Mortgage Associates, Inc. (H&W) from DMR Financial
    Servicies, Inc. in exchange for 66,667 shares of the Company's common stock.
    Based in Grand Rapids, Michigan, and with an office in Bloomfield Hills,
    Michigan, H&W has been in business for fifty years. H&W originated
    approximately $122 million of commercial mortgages during the year ended
    December 31, 1998. In addition, H&W provided servicing for approximately
    $435 million of commercial mortgages as of December 31, 1998.

    NEW ACCOUNTING STANDARDS

    In April 1998 the Financial Accounting Standards Board issued Statement of
    Position Number 98-5 (SOP 98-5) "Reporting on the Cost of Start-Up
    Activities". This statement, which is required to be adopted for fiscal
    years beginning after December 15, 1998 establishes guidance for the
    accounting of start-up activities. It states that the cost of start-up
    activities, including organizational costs, should be expensed as incurred.
    The Company has deferred organizational costs related to the formation of
    its manufactured home lending subsidiary and the filing of its application
    to become a unitary thrift holding company and for the formation of a
    federally chartered savings bank. As of June 30, 1999 those costs totaled
    approximately $645,000. Any remaining unamortized balance at October 1, 1999
    will be expensed.

    FORWARD-LOOKING STATEMENTS

    Certain statements contained in this Quarterly Report on Form 10-Q,
    including statements relating to the Company's strategic objectives and
    future performance, which are not historical fact, may be deemed to be
    forward-looking statements under the federal securities laws. There are many
    important factors that could cause the Company's actual results to differ
    materially from those indicated. Such factors include, but are not limited
    to general economic conditions; interest rate risk; demand for the Company's
    services; the impact of certain covenants in loan agreements of the Company;
    the degree to which the Company is leveraged; the continued availability of
    the Company's credit facilities; the risk of margin calls on the Company's
    credit facilities and hedge positions; the performance of the Company's
    subsidiaries; the Company's year 2000 issues; and other risks identified in
    the Company's Securities and Exchange Commission filings. In addition, past
    financial and operational performance of the Company is not necessarily
    indicative of future financial and operational performance.






                                       15

<PAGE>   16



                     BINGHAM FINANCIAL SERVICES CORPORATION

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


    ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The following table shows the Company's expected maturity dates of its
    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 positive 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
    ---------------------------------------------------------------------------------------------------------------
                                                                    (In thousands)
<S>                                                    <C>        <C>          <C>         <C>          <C>
    Cash and equivalents...........................    $  632     $      -    $      -     $      -     $     632
    Restricted cash................................       985        2,955           -            -         3,940
    Loans receivable...............................       723        3,961       6,020       60,467        71,171
    Other assets...................................     1,076        2,139       1,071        2,292         6,578
                                                       ------------------------------------------------------------
            TOTAL ASSETS                               $3,416     $  9,055    $  7,091     $ 62,759     $  82,321
                                                       ============================================================


    Advances by mortgagors.........................    $  941     $  2,980    $      -     $      -     $   3,921
    Accounts payable and accrued expenses..........       230         (111)         99           21           239
    Advances under repurchase agreement............        95       36,192           -            -        36,287
    Subordinated debt..............................       (19)         (57)      3,624            -         3,548
    Notes Payable..................................         -        6,613       4,409            -        11,022
    Other liabilities..............................         -            -           -          234           234
                                                       ------------------------------------------------------------
            TOTAL LIABILITIES                           1,247       45,617       8,132          255        55,251
                                                       ------------------------------------------------------------


    Common stock...................................         -            -           -       25,634        25,634
    Paid-in-capital................................         -            -           -          572           572
    Retained earnings..............................         -            -           -          864           864
                                                       ------------------------------------------------------------
            TOTAL LIABILITIES AND EQUITY               $1,247     $ 45,617    $  8,132     $ 27,325     $  82,321
                                                       ============================================================

    Reprice difference.............................    $2,169     $(36,562)   $ (1,041)      35,434
    Cumulative gap.................................    $2,169     $(34,393)   $(35,434)    $      -
    Percent of total assets........................      2.63%      (41.78%)    (43.04%)          -
</TABLE>


    Management believes the negative effect of a rise in interest rates is
    reduced by the anticipated short duration of the Company's loan receivables.
    Management intends that the loan receivables will be securitized or sold as
    part of a whole loan sale prior to the end of 1999. Proceeds from the
    securitization or whole loan sales would be used to pay down the
    corresponding debt. If the Company were unable to securitize or sell the
    loans it would be necessary to renegotiate the master repurchase agreement
    described in Note 4 to the Consolidated Financial Statements above, to
    extend the maturity date of the advances under repurchase. The instruments
    held by the Company are held for purposes other than trading.

    The Company also manages interest rate risk through the use of forward sales
    of U.S. Treasury securities and Treasury security rate locks to hedge a
    portion of the fixed rate loans in the commercial




                                       16



<PAGE>   17


                     BINGHAM FINANCIAL SERVICES CORPORATION

                                  -----------


    loan portfolio. In a forward sale the Company has agreed to sell a Treasury
    security at a future date with a predetermined price. If interest rates on
    Treasury securities drop, the price to the Company to purchase the security
    in order to meet its settlement obligation will have risen, and thus the
    Company will have suffered an unrealized loss on the hedge transaction.
    Conversely, if interest rates rise, the price to the Company to purchase
    Treasury securities will have fallen and there will be an unrealized gain.
    The unrealized gain or loss on the hedge transaction should be offset by the
    decrease or increase in value of the underlying hedged loans since they are
    fixed rate loans that have an annual interest rate equal to a spread over
    U.S. Treasuries.

    To effect a Treasury rate lock the Company has entered into an agreement
    with a counter-party whereby a "locked in" Treasury rate is established,
    usually the yield to maturity rate on a U.S. Treasury security. If the
    current yield to maturity is greater than the locked in yield to maturity, a
    situation that would indicate rising interest rates, the rate lock will have
    increased in value and the Company will have an unrealized gain. The
    unrealized gain will help off-set the decrease in value of the fixed rate
    loans caused by rising interest rates. In a declining interest rate
    environment the current yield to maturity on the treasury security would be
    less than the locked in rate creating an unrealized loss on the hedge
    position. The declining interest rate environment should increase the value
    of the loans thereby off-setting the loss on the hedge.

    The Company uses these instruments in an attempt to reduce risk by
    essentially creating offsetting market exposures.

    The following table shows the Company's financial instruments and derivative
    instruments that are sensitive to changes in interest rates, categorized by
    expected maturity and the instruments' fair values at June 30, 1999.


<TABLE>
<CAPTION>
                                                                            Contractual Maturity
                                           ---------------------------------------------------------------------------------------
                                                                                                                          Total
                                              1999         2000        2001         2002         2003     Thereafter   Fair Value
                                           ---------------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>             <C>         <C>        <C>        <C>
    Interest sensitive assets:
       Loans receivable                      $     723    $   3,961    $  3,442        $  628      $  650     $ 61,767   $  71,171
       Average interest rate                      9.60%        9.60%       9.60%         9.60%       9.60%        9.60%       9.60%

       Interest bearing deposits
                                                 4,572            -           -             -           -            -       4,572
       Average interest rates                     2.83%                                                                       2.83%
                                                                  -           -             -           -            -

       Treasury rate locks                           -            -           -             -           -        7,123       7,123
       Average interest rate                                                                                                  5.27%
                                                     -            -           -             -           -         5.27%
                                           ---------------------------------------------------------------------------------------
    Total interest sensitive assets          $   5,295    $   3,961    $  3,442        $  628      $  650     $ 68,890   $  82,866
                                           =======================================================================================

    Interest sensitive liabilities:
      Borrowings:
       Advances under repurchase agreements  $      95    $  36,192    $      -        $    -      $    -     $      -   $  36,287
       Average interest rate                      6.17%        6.17%          -             -           -            -        6.17%


       Subordinated debt, net of discount            -            -           -             -           -        3,548       3,548
       Average interest rate                                                                                     11.68       11.68%
                                                     -            -           -             -           -

       Note payable
                                                     -        6,613       4,409             -           -            -      11,022
       Average interest rate                         -         7.61%       7.61%            -           -            -        7.61%
                                           ---------------------------------------------------------------------------------------
    Total interest sensitive liabilities     $      95    $  42,805    $  4,409        $    -      $    -     $  3,548   $  50,857
                                           =======================================================================================
</TABLE>






                                       17



<PAGE>   18



                     BINGHAM FINANCIAL SERVICES CORPORATION

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



PART II


ITEM 1.      LEGAL PROCEEDINGS

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

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

           EXHIBIT NO.                       DESCRIPTION
           -----------                       -----------

               27                        Financial Data Schedule


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

None.


















                                       18





<PAGE>   19


                                   SIGNATURES


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

Dated: August 13, 1999



                              BINGHAM FINANCIAL SERVICES CORPORATION



                              BY: /s/  Ronald A. Klein
                                  ----------------------------------------------
                                       Ronald A. Klein, Chief Executive Officer





















                                       19




<PAGE>   20


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                               PAGE
                        FILED                                                 NUMBER
EXHIBIT NO.             DESCRIPTION                                          HEREWITH         HEREIN
-----------             -----------                                          --------         ------
<S>                     <C>                                                   <C>             <C>
    27                  Financial Data Schedule                                  X               X
</TABLE>





































                                       20