<PAGE>   1







                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 2

                                       TO

                                    FORM 10-K


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999

                                       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 No. 0-23381

                     BINGHAM FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

STATE OF MICHIGAN                                                     38-3313951
State of Incorporation                                  I.R.S. Employer I.D. No.

                              260 EAST BROWN STREET
                                    SUITE 200
                           BIRMINGHAM, MICHIGAN 48009
                                 (248) 644-5470
          (Address of principal executive offices and telephone number)

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE

           Securities Registered Pursuant to Section 12(g) of the Act:
                           COMMON STOCK, NO PAR VALUE

         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. [X] Yes [ ] No
<PAGE>   2

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         As of August 30, 2000, the aggregate market value of the Registrant's
voting stock held by non-affiliates of the Registrant was approximately
$4,937,636, determined in accordance with the highest price at which the stock
was sold on such date as reported by the Nasdaq SmallCap Market.

         As of August 30, 2000, there were 2,639,681 shares of the Registrant's
common stock issued and outstanding.


                                       2
<PAGE>   3
        Explanatory note: This Form 10-K/A is being filed solely to correct an
inadvertent typographical error in the "Net cash provided (used) by operating
activities" line item on Bingham's Consolidated Statement of Cash Flows set
forth in Item 8.





ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   FINANCIAL STATEMENTS FURNISHED PURSUANT TO
                          THE REQUIREMENTS OF FORM 10-K

                                       AND
                       REPORTS OF INDEPENDENT ACCOUNTANTS
        FOR THE YEARS AND PERIOD ENDED SEPTEMBER 30, 1999, 1998 AND 1997



                                       3
<PAGE>   4
                     BINGHAM FINANCIAL SERVICES CORPORATION
                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>

Reports of Independent Accountants..........................................................5
Financial Statements:
Consolidated Balance Sheets - September 30, 1999 and 1998...................................7
Consolidated Income Statements for the years and period ended
         September 30, 1999, 1998 and 1997..................................................8
Consolidated Statements of Changes in Stockholders' Equity for the
         years and period ended September 30, 1999, 1998 and 1997...........................9
Consolidated Statements of Cashflows for the years and period ended
         September 30, 1999, 1998 and 1997..................................................10
Notes to Consolidated Financial Statements..................................................11

</TABLE>

                                       4


<PAGE>   5


                          Independent Auditor's Report



To the Board of Directors
Bingham Financial Services Corporation


We have audited the accompanying consolidated balance sheet of Bingham Financial
Services Corporation as of September 30, 1999 and the related consolidated
statements of changes in stockholders' equity, income and cash flows for the
year ended September 30, 1999. These consolidated financial statements are the
responsibility of the corporation's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Bingham
Financial Services Corporation as of September 30, 1999 and the consolidated
results of their operations and their cash flows for the year ended September
30, 1999, in conformity with generally accepted accounting principles.


Plante & Moran, LLP

Southfield, Michigan
December 22, 1999



                                       5
<PAGE>   6


REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Shareholders of Bingham Financial Services Corporation

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income and changes in stockholders' equity and of
cash flows, as included in 1999 Form 10K present fairly, in all material
respects, the financial position of Bingham Financial Services Corporation and
its subsidiaries at September 30, 1998 and the results of their operations and
their cash flows for the year ended September 30, 1998 and for the period from
January 2, 1997 (date of inception) through September 30, 1997, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.



PricewaterhouseCoopers LLP

Detroit, Michigan
December 18, 1998




                                       6



<PAGE>   7

                     BINGHAM FINANCIAL SERVICES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT FOR SHARES)



<TABLE>
<CAPTION>





                                                                                        SEPTEMBER 30,
                                                                  ---------------------------------------------------------
                                      ASSETS                              1999                                1998
                                                                  ---------------------------------------------------------

<S>                                                                      <C>                                  <C>

Cash and equivalents                                                        $      730                        $      1,979
    Restricted cash                                                              3,901                               2,253
    Loans receivable                                                           117,887                              86,075
    Servicing rights                                                             2,120                                 156
    Property and equipment, net                                                  1,100                                 655
    Other assets                                                                 6,960                               3,741
                                                                        --------------                     ---------------
           Total assets                                                     $  132,698                        $     94,859
                                                                        ==============                     ===============


    LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Advances by mortgagors                                                   $   3,882                        $      2,238
    Accounts payable and accrued expenses                                        1,474                                 636
    Advances under repurchase agreements                                        69,026                              56,892
    Subordinated debt, net of debt discount of $433                              3,567                               3,490
    Note payable                                                                28,477                              17,848
                                                                        --------------                     ---------------
          Total liabilities                                                    106,426                              81,104
                                                                        --------------                     ---------------
    Minority Interest
                                                                                   204                                 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; 2,528,473 and 1,576,818 shares issued
         and outstanding at 1999 and 1998, respectively                         26,696                              13,608

    Paid-in capital                                                                619                                 533
    Accumulated other comprehensive loss                                          (304)                                  -
    Unearned stock compensation                                                 (1,035)                                  -
    Retained earnings (deficit)                                                     92                                (684)
                                                                        --------------                     ---------------
          Total stockholders equity                                             26,068                              13,457
                                                                        --------------                     ---------------
          Total liabilities and stockholders' equity                        $  132,698                        $     94,859
                                                                        ==============                     ===============
</TABLE>

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

                                       7
<PAGE>   8



                     BINGHAM FINANCIAL SERVICES CORPORATION
                         CONSOLIDATED INCOME STATEMENTS
        FOR THE YEARS AND PERIOD ENDED SEPTEMBER 30, 1999, 1998 AND 1997
                       (IN THOUSANDS, EXCEPT FOR SHARES)


<TABLE>
<CAPTION>



                                                                                                         PERIOD
                                                                               YEAR ENDED              JANUARY 2 TO
                                                                              SEPTEMBER 30,            SEPTEMBER 30,
REVENUES                                                                1999               1998           1997
                                                                       ----------------------------------------------------

    <S>                                                                  <C>                <C>                   <C>
    Interest income on loans                                            $     9,477         $    3,296           $      280
    Mortgage origination and servicing fees                                   2,069              1,361                    -
    Gain on sale of loans                                                     4,399                738                    -
    Sale of servicing rights                                                      -                618                    -
    Other income                                                                332                128                    -
                                                                       ----------------------------------------------------
          Total revenues                                                     16,277              6,141                  280
                                                                       ----------------------------------------------------

COSTS AND EXPENSES
    Interest expense                                                          6,856              1,933                  195
    Provision for credit losses                                                 653                147                   58
    Provision for unrealized hedge loss                                           -              2,400                    -
    General and administrative                                                5,215              1,250                    -
    Other operating expenses                                                  2,336              1,204                  137
                                                                       ----------------------------------------------------
          Total costs and expenses                                           15,060              6,934                  390
                                                                       ----------------------------------------------------
          Income (loss) before income tax expense (benefit)                   1,217              (793)                (110)
    Federal income tax expense (benefit)                                        441              (219)                    -
                                                                       ----------------------------------------------------
            Net income (loss)                                           $       776         $    (574)          $     (110)
                                                                       ====================================================

    Weighted average common shares outstanding                            1,966,288          1,261,031
                                                                       ===============================

    Weighted average common shares outstanding,
           Diluted                                                        2,145,939
                                                                       ============

    Earnings (loss) per share:
          Basic                                                         $      0.39         $    (0.46)
                                                                       ================================
          Diluted                                                       $      0.36         $    (0.46)
                                                                       ================================

</TABLE>

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


                                       8
<PAGE>   9


                     BINGHAM FINANCIAL SERVICES CORPORATION
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
        FOR THE YEARS AND PERIOD ENDED SEPTEMBER 30, 1999, 1998 AND 1997
                       (IN THOUSANDS, EXCEPT FOR SHARES)


<TABLE>
<CAPTION>
                                                                    ACCUMULATED
                                                                       OTHER         UNEARNED      RETAINED         TOTAL
                                          COMMON       PAID-IN     COMPREHENSIVE      STOCK        EARNINGS     STOCKHOLDER'S
                                           STOCK       CAPITAL          LOSS       COMPENSATION    (DEFICIT)        EQUITY
                                       ------------------------------------------------------------------------------------------
<S>                                        <C>           <C>             <C>                         <C>             <C>

Balance January 2, 1997                   $       -    $       -       $      -    $               $      -     $           -

Issuance of 100 shares
    of common stock
Comprehensive loss:
Net loss                                                                                               (110)             (110)
                                       ------------------------------------------------------------------------------------------
Balance, October 1, 1997                          -            -              -                        (110)             (110)

Issuance of 1,295,000 shares
    of common stock                          11,583                                                                    11,583
Issuance of 281,818 shares of
    common stock in conjunction
    with acquisition                          2,025         (119)                                                       1,906
Issuance of 400,000 warrants
    with subordinated debt                                   577                                                          577
Option amortization                                           75                                                           75
Comprehensive loss:
Net loss                                                                                               (574)             (574)
                                       ------------------------------------------------------------------------------------------
Balance, September 30, 1998                  13,608          533              -                        (684)           13,457

Issuance of 867,001 shares
    of common stock                          11,968                                                                    11,968
Issuance of 84,658 restricted
    stock awards                              1,120            -              -       (1,120)             -                 -
Restricted stock award amortization                            -                          85                               85
Option amortization                                           86                                                           86

Net income                                                                                              776               776
Comprehensive income:
     Unrealized loss on securities
     available for sale, net of tax                                        (304)                                         (304)
                                                                                                                -----------------
           Total comprehensive income                                                                                     472
                                       ------------------------------------------------------------------------------------------
Balance, September 30, 1999               $  26,696    $     619       $   (304)   $  (1,035)      $     92     $      26,068
                                       ==========================================================================================

</TABLE>

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


                                       9


<PAGE>   10


                     BINGHAM FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
        FOR THE YEARS AND PERIOD ENDED SEPTEMBER 30, 1999, 1998 AND 1997
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>


                                                                                                            PERIOD
                                                                                   YEAR ENDED            JANUARY 2 TO
                                                                                  SEPTEMBER 30,          SEPTEMBER 30,
                                                                           1999                 1998          1997
                                                             ---------------------------------------------------------

<S>                                                                   <C>                 <C>              <C>

Cash flows from operating activities:
       Net income                                                     $        776        $    (574)       $     (110)
       Adjustments to reconcile net income to net
             cash provided by operating activities:
         Provision for unrealized hedge (gain) loss                        (2,400)             2,400
         Provision for credit losses                                           653               147                58
         Depreciation and amortization                                       1,135               516                18
         Originations of loans held for sale                             (144,344)          (92,806)           (9,844)
         Principal collections on loans held for sale                        3,256             2,191               244
         Proceeds from sale of loans held for sale                         113,494            12,513
         Gain on sale of investment securities                                 (3)              (13)                 -
         Gain on sale of loans                                             (1,999)             (738)                 -
        Increase in other assets                                           (5,320)           (2,386)             (129)
        Increase in other liabilities                                        3,860               115               210
                                                                     -------------------------------------------------
              Net cash used by operating
      activities                                                          (30,892)          (78,635)           (9,553)
                                                                     -------------------------------------------------

 Cash flows from investing activities:
         Purchase of Hartger & Willard                                     (1,900)                 -                 -
         Purchase of investment securities                                 (1,529)                 -                 -
         Proceeds from the sale of investment securities                       369                71                 -
         Capital expenditures                                                (486)              (27)                 -
                                                                     -------------------------------------------------
                Net cash used in investing activities                      (3,545)                44                 -
                                                                     -------------------------------------------------

 Cash flows from financing activities:
         Issuance of common stock                                           11,968            11,582                 -
         Issuance of subordinated debt, including discount                       -             4,000                 -
         Advances under repurchase agreements                               98,990            56,892                 -
         Repayment of advances under repurchase agreements                (86,855)
         Advances on note payable                                          109,164            30,117             9,553
         Repayment of note payable                                        (100,079)          (22,021)                -
                                                                     -------------------------------------------------
                Net cash provided by financing activities                   33,188            80,570             9,553
                                                                     -------------------------------------------------

 Net change in cash and cash equivalents                                   (1,249)             1,979                 -
 Cash and cash equivalents, beginning of period                              1,979                 -                 -
                                                                     -------------------------------------------------
 Cash and cash equivalents, end of period                             $        730         $   1,979       $         -
                                                                     =================================================

</TABLE>

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

                                       10
<PAGE>   11


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ----------------

A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF OPERATIONS: The Company was incorporated for the purpose of
     providing financing to residents living in manufactured housing communities
     for the purchase of new and used manufactured homes. The Company originates
     conventional loans that generally range in size from $4,500 to $90,000 and
     have a term of 5-25 years. The Company has focused its marketing efforts
     principally through manufactured home community owners and operators. This
     effort has traditionally been targeted at Sun Communities, where the
     Company's services are offered as the preferred source of financing.
     However, the Company has expanded its manufactured home lending activities
     through the use of "dealer networks" to communities not owned and operated
     by Sun to the extent that now 75% of manufactured home lending is done
     outside the Sun owned and operated communities. The Company continues to
     take the steps necessary to capture a greater share of the loans generated
     by home purchasers and owners in Sun Communities as well as dealer
     generated loans.

     The Company also participates and is active in all aspects of commercial
     real estate mortgage banking, including originating, underwriting, placing,
     securitizing, and servicing commercial real estate loans through Bloomfield
     and Bloomfield Servicing. Bloomfield acts as both a direct lender, making
     commercial real estate loans for its own portfolio as well as for
     accumulation and securitization, and as a traditional mortgage banker,
     placing commercial real estate loans with institutional investors.

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

     For purposes of income statement and cashflow comparison, the Company does
     not have a period covering the twelve months ended September 30, 1997.
     Information presented covers the period from January 2, 1997 (date of
     inception) through September 30, 1997. The Company's initial public
     offering of common stock did not take place until the quarter ended
     December 31, 1997.

     USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS: The
     preparation of financial statements in conformity with generally accepted
     accounting principles requires management to make estimates and assumptions
     that affect the reported amounts of assets and liabilities and disclosure
     of contingent assets and liabilities at the date of the financial
     statements and the reported amounts of revenues and expenses during the
     reporting period. Actual results could differ from those estimates.

     CASH AND CASH EQUIVALENTS: Cash and cash equivalents represent short-term
     highly liquid investments with original maturities of three months or less
     and include cash and interest bearing deposits at banks. The Company has
     restricted cash related to serviced loans held by others that is held in
     trust for subsequent payment to the owners of those loans.

                                       11

<PAGE>   12


     LOANS RECEIVABLE: Loans receivable consist of commercial real estate loans
     and manufactured home loans. The commercial loans primarily consist of
     fixed rate loans collateralized by mortgages on commercial property.
     Commercial loans originated are either sold immediately to permanent
     investors or held for sale. Manufactured home loans are conventional fixed
     rate loans under contracts collateralized by the borrowers' manufactured
     homes. Manufactured home loans are also held for sale.

                                       12
<PAGE>   13


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ----------------

     Loans receivable are carried at the lower of cost or market value
     determined on an aggregate basis. Loans receivable include accrued interest
     and are net of deferred hedging gains or losses and an allowance for
     expected losses.

     DERIVATIVE FINANCIAL INSTRUMENTS: The Company uses forward sales of U.S.
     Treasury securities, Treasury rate locks and forward interest rate swaps to
     hedge a portion its commercial mortgage loan portfolio. These instruments
     are used as a means to hedge interest rate risk connected to anticipated
     sales or securitizations of the commercial mortgage loans. The Company's
     accounting for derivative financial instruments that are used to manage
     risk is in accordance with the concepts established in SFAS No. 80,
     "Accounting for Futures Contracts".

     Deferral (hedge) accounting is applied if the derivative reduces the risk
     of the underlying hedged item and is designated at inception as a hedge
     with respect to the hedged item. Additionally, the derivative must result
     in payoffs that are expected to be inversely correlated to the hedged item.
     Derivatives are measured for effectiveness both at inception and on an
     ongoing basis. If a derivative instrument ceases to meet the criteria for
     deferral accounting, any subsequent gains and losses are currently
     recognized in income.

     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, loans sold with recourse and 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.

     SERVICING RIGHTS: The Company accounts for servicing rights in accordance
     with SFAS No. 125 "Accounting for Transfers and Servicing of Financial
     Assets and Extinguishment of Liabilities" ("SFAS 125"). SFAS 125 requires
     that a separate asset or liability be recorded representing the right or
     obligation to service loans for others. A servicing asset or liability is
     determined by allocating the loans' previous carrying amount between the
     servicing asset and the loans that were sold, based on their relative fair
     values at the date of sale. The fair value of the servicing asset or
     liability is based on an analysis of discounted cash flows that
     incorporates estimates of market servicing costs, projected ancillary
     servicing revenue, projected prepayment rates and market profit margins.

     Servicing rights are periodically assessed for impairment based on the fair
     value of those rights calculated on a discounted basis. This assessment is
     performed on a disaggregated basis, stratified by mortgage type and term.
     Identified impairments are recognized through a valuation allowance.

     INTEREST ON LOANS: Interest on loans is credited to income when earned. An
     allowance for interest on loans is provided when a loan becomes more than
     75 days past due as the collection of these loans is considered doubtful.




                                       13
<PAGE>   14
                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ----------------

     LOAN FEES: Loan origination fees and certain direct loan origination costs
     are deferred and recognized over the expected lives of the related loans as
     an adjustment of the yields using a level-yield method.

     REPOSESSED HOMES: Manufactured homes acquired through foreclosure or
     similar proceedings are recorded at the lower of the related loan balance
     plus any operating expenses of such homes or the estimated fair value of
     the home at acquisition date.

     OTHER COMPREHENSIVE INCOME: The Company adopted SFAS No. 130, "Reporting
     Comprehensive Income," as of January 1, 1998. Accounting principles
     generally require that recognized revenue, expenses, gains and losses be
     included in net income. Certain changes in assets and liabilities, however,
     such as unrealized gains and losses on available-for-sale securities, are
     reported as a direct adjustment to the equity section of the balance sheet.
     Such items, along with net income, are considered components of
     comprehensive income under the new standard.

     Accumulated other comprehensive income at September 30, 1999 is comprised
     solely of unrealized losses on available-for-sale securities, net of tax
     benefit of $158,000.

     OTHER ASSETS: Other assets is comprised of margin deposits with brokers,
     organization and licensing costs, prepaid expenses, investment securities
     deferred financing costs, goodwill and other miscellaneous receivables.
     Organization and licensing costs are amortized on a straight-line basis
     over a five-year life. Deferred financing costs are capitalized and
     amortized over the life of the corresponding line of credit.

     LOANS SOLD UNDER AGREEMENTS TO REPURCHASE: The Company enters into sales of
     loans under agreements to repurchase the loans. The agreements are
     short-term and are accounted for as secured borrowings. The obligations to
     repurchase the loans sold are reflected as a liability, and the loans that
     collateralize the agreements are reflected as assets in the balance sheet.

     DEPRECIATION: Provisions for depreciation are computed using the
     straight-line method over the estimated useful lives of office properties
     and equipment, as follows: leasehold improvements - life of the lease;
     furniture and fixtures - seven years; capitalized software - five years;
     computers - five years.

     INCOME TAXES: The Company uses the liability method in accounting for
     income taxes. Under this method, deferred income taxes result from
     temporary differences between the tax bases of assets and liabilities and
     the bases reported in consolidated financial statements. The deferred taxes
     are measured using the enacted tax rates and laws that will be in effect
     when the differences are expected to reverse.

     GOODWILL: Goodwill, which represents the excess of purchase price over the
     fair value of net assets acquired, is amortized on a straight-line basis
     over the expected periods to be benefited, generally 25 years.

     PER SHARE DATA: Basic earnings per share are computed by dividing net
     income available to common shareholders by the weighted average common
     shares outstanding. In the computation of fully diluted earnings per share,
     the treasury stock method of determining weighted average shares is
     required, which assumes the exercise of existing stock options and the
     repurchase of shares with the proceeds. At September 30, 1998 there were
     approximately 260,000 potential shares of common stock from stock options
     and warrants outstanding. Had these stock options and warrants been
     exercised in 1998 they would have had an anti-dilutive effect on the net
     loss. The effect of the anti-dilutive shares is not included in the
     earnings per share calculation for 1998.

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

                                       14
<PAGE>   15

                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                ----------------

<TABLE>
<CAPTION>
                                                             SEPTEMBER 30,
                                      --------------------------------------------------------------
                                                  1999                        1998
                                      --------------------------------------------------------------
                                                (In thousands, except earnings per share)

                                                          Earnings                  Earnings (loss)
                                           Shares         per share      Shares        per share
                                      --------------------------------------------------------------


<S>                                         <C>            <C>            <C>        <C>

Basic earnings (loss) per share             1,966          $   0.39       1,261      $    (0.46)

Net dilutive effect of:
    Options                                    22                 -           -                -
    Warrants                                  158            (0.03)           -                -
                                      --------------------------------------------------------------
Diluted earnings (loss) per share           2,146          $   0.36       1,261      $    (0.46)
                                      ==============================================================

</TABLE>

     SECURITIES: All securities owned as of September 30, 1999 are classified as
     securities available for sale. Using the specific identification method,
     such securities are carried at market value with a corresponding market
     value adjustment carried as a separate component of the equity section of
     the balance sheet on a net of tax basis. The adjusted cost of the
     securities would be used to compute realized gains or losses if the
     securities are sold.

     RECENT ACCOUNTING PRONOUNCEMENTS: 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 and
     start up 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 September 30, 1999 those costs totaled approximately $682,000.
     Any remaining unamortized balance at October 1, 1999 will be expensed.

     In June 1998 Statement of Financial Accounting Standards No. 133
     "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133")
     was issued. SFAS 133 requires all derivative instruments to be recorded on
     the balance sheet at estimated fair value. Changes in the fair value of
     derivative instruments are to be recorded each period either in current
     earnings or other comprehensive income, depending on whether a derivative
     is designated as part of a hedge transaction and, if it is, on the type of
     hedge transaction. SFAS 133 is effective for the year 2000. The Company is
     currently evaluating the impact of SFAS 133; at present the Company does
     not believe it will have a material effect on the consolidated financial
     position or results of operations.


B.   ACQUISITIONS

     In March 1998 the Company acquired 100% of the outstanding stock of
     Bloomfield Acceptance Company, L.L.C. ("Bloomfield") and Bloomfield
     Servicing Company, L.L.C. ("Bloomfield Servicing") for 281,818 shares of
     the Company's common stock valued at approximately $2.1 million. Bloomfield
     is engaged in the business of the origination of mortgages and real estate


                                       15
<PAGE>   16
                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     lending. Loans originated by Bloomfield primarily consist of fixed rate
     loans secured by mortgages on commercial property. Bloomfield Servicing was
     formed to service the loans originated by Bloomfield and other investors.

     In addition to the shares of common stock issued to the former owners of
     Bloomfield and Bloomfield Servicing, additional consideration of up to
     $500,000, in the form of the Company's common stock, will be paid to the
     owners subject to the performance of the merged entities after a two year
     period following the date of merger.

     Each of the acquisitions was accounted for as a purchase. The results of
     operations for the year ended September 30, 1998 include the results of
     operations for each of the acquired companies since the date of their
     respective acquisitions.

     The aggregate purchase price for the acquisitions completed for the year
     ended September 30, 1998, was $2.1 million. The purchase price was
     allocated to the assets acquired and liabilities assumed based on the
     related fair values at the date of acquisition. The excess of the aggregate
     purchase price over the fair values of the assets acquired and liabilities
     assumed has been allocated to goodwill and is being amortized on a
     straight-line method over 25 years.

     On July 1, 1999 pursuant to a Reorganization Agreement dated as of June 30,
     1999 (the "Reorganization Agreement") the Company acquired all of the
     issued and outstanding stock of Hartger and Willard Mortgage Associates,
     Inc. ("Hartger & Willard") from DMR Financial Services, Inc. ("DMRFS"), an
     affiliate of Detroit Mortgage and Realty Company ("DMR"). Pursuant to the
     terms of the agreement, 66,667 shares of Bingham common stock, without par
     value, were issued to DMRFS.

     In connection with the acquisition of Hartger & Willard the Company loaned
     $1.5 million to DMRFS pursuant to a Promissory Note dated July 31, 1999.
     The loan was guaranteed by DMR and secured by the pledge of the 66,667
     shares of Bingham common stock DMRFS received in the acquisition. The
     Company has the right to cause DMRFS to surrender the pledged shares in
     full payment of the principal amount of the loan and has demanded their
     surrender. The effect of this transaction is that the Company has acquired
     the Hartger & Willard shares for $1.5 million in cash.

     The Hartger & Willard acquisition was accounted for as a purchase. The
     results of operations for the year ended September 30, 1999 include the
     results of operations for the acquired company since the date of the
     acquisition.

     The aggregate purchase price for the acquisition of $1.9 million, including
     expenses of the acquisition, was allocated to the assets acquired and
     liabilities assumed based on the related fair values at the date of
     acquisition. The excess of the aggregate purchase price over the fair
     values of the assets acquired and liabilities assumed has been allocated to
     goodwill and is being amortized on a straight-line method over 20 years.




                                       16

<PAGE>   17

     In conjunction with the acquisition in July, 1999, liabilities assumed and
     other non-cash consideration was as follows (in thousands, unaudited):

<TABLE>

  <S>                                                                   <C>
  Fair value of assets acquired                                            $           1,753
  Goodwill                                                                               151
  Cash paid in consideration and expenses of company acquired                        (1,900)
                                                                           -----------------
  Liabilities assumed                                                      $               4
                                                                           =================
</TABLE>



                                       17
<PAGE>   18


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     The following table summarizes pro forma unaudited results of operations as
     if the acquisition completed during 1999 had occurred at the beginning of
     each year presented:

<TABLE>
<CAPTION>



                                                                  SEPTEMBER 30,
                                                      -----------------------------------------
                                                             1999              1998
     ------------------------------------------------------------------------------------------
                                                      (In thousands, except earnings per share)
    <S>                                                      <C>                 <C>
     Revenues                                                 $    16,933         $    8,074
     Income before income taxes                                     1,158               (521)
     Net income                                                       733               (400)
     Basic earnings (loss) per share                          $      0.37          $   (0.32)
     Diluted earnings (loss) per share                               0.34              (0.32)
</TABLE>

C.   LOANS RECEIVABLE

     The carrying amounts and fair values of loans receivable consisted of the
     following:

<TABLE>
<CAPTION>
                                                                              SEPTEMBER 30,
                                                   ---------------------------------------------------------------
                                                              1999                             1998
                                                   ---------------------------------------------------------------
                                                     Book Value    Market Value      Book Value     Market Value
     -------------------------------------------------------------------------------------------------------------
                                                                                ( In thousands)
     <S>                                                <C>            <C>              <C>              <C>
     Manufactured home loans                            $  64,501      $  66,114        $  22,674        $  24,098
     Commercial loans                                      52,904         52,695           65,546           61,722
     Accrued interest receivable                              740            740              440              440
     Valuation allowance                                        -              -                -          (2,400)
     Reserve for credit loss                                (258)              -            (185)                -
                                                   ---------------------------------------------------------------
                                                       $  117,887     $  119,549        $  86,075        $  86,260
                                                   ===============================================================
</TABLE>

     The carrying amount of loans receivable includes a valuation allowance as a
     result of the inclusion of the loss on the hedge positions. The entire loss
     was recovered in 1999. The following table shows the valuation allowance
     and any related additions or deductions:

<TABLE>
<CAPTION>
                                                                  1999                  1998
                ------------------------------------------------------------------------------
                                                                              (In thousands)
                <S>                                             <C>                  <C>
                Balance at beginning of year                    $  2,400             $       0
                 Recovery adjustment                             (2,400)                 2,400
                                                            ----------------------------------
                    Balance at end of year                      $      -             $   2,400
                                                            ==================================
</TABLE>




                                       18

<PAGE>   19


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

<TABLE>
<CAPTION>

                                                                        SEPTEMBER 30,
                                            --------------------------------------------------------------------
                                                  1999              1998              1999           1998
                                            --------------------------------------------------------------------
                                                     Manufactured Home                    Commercial Mortgage
     -----------------------------------------------------------------------------------------------------------
     <S>                                            <C>              <C>              <C>            <C>
     Principal balance loans receivable, net          $  64,730        $  22,673        $  53,157      $  61,978
     Number of loans receivable                           2,190              803               20             13
     Average loan balance                             $      29        $      29        $   2,645          4,767
     Weighted average loan yield                         11.33%            10.9%             8.5%           7.6%
     Weighted average initial term                     22 Years         22 years        5.8 years      9.7 years
</TABLE>

     The following table sets forth the concentration by state of the loan
     portfolio:

<TABLE>
<CAPTION>

                                                          SEPTEMBER 30,
                 -----------------------------------------------------------------------------------------------

                         1999                     1998                               1999                  1998
                 -----------------------------------------------------------------------------------------------
                             Manufactured Home                                 Commercial Mortgage
                 -----------------------------------------------------------------------------------------------
                  Principal     %      Principal         %          Principal     %      Principal       %
                 -----------------------------------------------------------------------------------------------
                                (Dollars in thousands)                             (Dollars in thousands)
     <S>              <C>       <C>          <C>         <C>            <C>       <C>        <C>           <C>
     Michigan         25,102    38.9%        9,177       40.5%          11,338    21.4%      29,107        44.4%
     Indiana          10,128    15.7%        5,729       25.3%               -        -           -            -
     Arizona               -        -            -           -          17,431    32.9%       9,953        15.2%
     Texas             5,516     8.6%        1,859        8.2%           1,807     3.4%           -            -
     Florida           6,142     9.5%        1,805        8.0%           5,980    11.3%      14,260        21.8%
     California            -        -            -           -           4,651     8.8%       8,504         0.13
     Other            17,613    27.3%        4,104       18.1%          11,697    22.1%       3,722         5.6%
</TABLE>


     The manufactured home contracts are collateralized by manufactured homes
     which range in age from 1963 to 1999, with approximately 60% of the
     manufactured homes built since 1997.

     The following table sets forth the number and value of loans for various
     terms for the manufactured home loan portfolio:

<TABLE>
<CAPTION>
                                                           SEPTEMBER 30,
                                    ----------------------------------------------------------
                     TERM                               1999                          1998
                     -------------------------------------------------------------------------
                                     Number of     Principal         Number of      Principal
                                       Loans        Balance            Loans         Balance
                                    ----------------------------------------------------------
                                                       (Dollars in thousands)
                     <S>            <C>             <C>            <C>                <C>
                     5 or less            55        $  393                27           $   209
                     6-10                210         2,488                88             1,073
                     11-12                 9           148                 9               100
                     13-15               274         4,542               104             1,876
                     16-20               503        12,603               210             6,020
                     21-25             1,102        42,833               363            13,291
                     26-30                37         1,494                 2               105
</TABLE>




                                       19





<PAGE>   20

                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     The commercial mortgage loans have amortization terms of between 25 and 30
     years. In most cases they also have a hyper-amortization feature that
     takes effect if the loan is not repaid on its anticipated repayment date.
     At that time the interest rate increases and any excess cash flows from the
     project are used to pay down the principal balance.

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

<TABLE>
<CAPTION>
                                                    SEPTEMBER 30
                       ----------------------------------------------------------------------
                                  1999                                  1998
                       ----------------------------------------------------------------------
     Days              No. of   Principal    % of            No. of    Principal     % of
     Delinquent         Loans    Balance   Portfolio         Loans      Balance    Portfolio
     ----------------------------------------------------------------------------------------
                                            (Dollars in thousands)
     <S>                    <C>     <C>           <C>              <C>      <C>          <C>
     31-60                  60      $ 1,748       2.7%             31       $  730       3.2%
     61-90                  20          706       1.1%             18          508       2.2%
     Greater than 90        40          988       1.5%             16          357       1.6%
</TABLE>

     No commercial mortgage loans were delinquent as of September 30, 1999 or
     1998.

D.   ALLOWANCE FOR LOAN LOSSES

     The allowance for loan losses and related additions and deductions to the
     allowance for the years ended September 30, 1999, 1998 and 1997 were as
     follows:

<TABLE>
<CAPTION>

                                                         1999           1998          1997
     ----------------------------------------------------------------------------------------
                                                                   (In thousands)
     <S>                                               <C>             <C>            <C>
     Balance at beginning of year                      $       185     $      58      $     -
     Provision for loan losses                                 653           166           58
     Net losses                                              (580)          (39)            -
                                                       --------------------------------------
         Balance at end of year                        $       258     $     185      $    58
                                                       ======================================
</TABLE>

E.   SERVICING RIGHTS

     Changes in servicing rights are summarized as follows:

<TABLE>
<CAPTION>

                                                                      1999             1998
     ------------------------------------------------------------------------------------------
                                                                           (In thousands)
     <S>                                                              <C>                <C>
     Balance at beginning of year                                     $   156            $    -
     Addition through acquisition of Bloomfield Servicing                   -               552
     Purchased servicing rights                                         1,376               104
     Originated serving rights                                            735
     Amortization                                                        (94)              (28)
     Sales                                                               (53)             (472)
                                                                      -------------------------
         Balance at end of year                                       $ 2,120            $  156
                                                                      =========================
</TABLE>



                                       20


<PAGE>   21

                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     Bloomfield Servicing ("BSC") the Company's loan servicing subsidiary,
     services commercial real estate loans that Bloomfield Acceptance originates
     as well as commercial real estate loans on behalf of twenty seven
     institutional investors. BSC also acts as the sub-servicer on the
     approximately $80 million of commercial mortgage loans the Company
     securitized and sold in June 1999. As of September 30, 1999 and 1998, BSC's
     commercial mortgage loan servicing portfolio totaled approximately $900
     million and $374 million respectively.

     BSC also services the manufactured home loans originated by the Company and
     held in its loan portfolio as well as manufactured home loans originated by
     the Company and sold with the servicing rights retained. The manufactured
     home loan servicing portfolio totaled $83 million at September 30, 1999.
     There were no manufactured home loans serviced by BSC as of September 30,
     1998.

F.   PROPERTY AND EQUIPMENT

     Property and equipment are summarized as follows:

<TABLE>
<CAPTION>

                                                                   SEPTEMBER 30,
                                                               ------------------------
                                                                1999             1998
     ----------------------------------------------------------------------------------
                                                                   (In thousands)
     <S>                                                       <C>              <C>
     Cost:
       Furniture and fixtures                                  $    327         $   159
       Leasehold improvements                                        46              33
       Capitalized Software                                         322             322
       Computer equipment                                           556             175
                                                               ------------------------
                                                                  1,251             689
     Less accumulated depreciation                                  151              34
                                                               ------------------------
                                                               $  1,100         $   655
                                                               ========================
</TABLE>

     Depreciation expense was $116,000 and $33,700 in 1999 and 1998
     respectively.

G.   DEBT

     In connection with its initial public offering The Company entered into a
     subordinated loan agreement with Sun. The subordinated loan agreement
     currently provides for a subordinated debt facility which indebtedness
     shall be subordinated to all senior debt of the Company. The facility
     consists of a $4 million term loan with an annual interest rate of 9.75%.
     As of September 30, 1999 the Company also had a $10 million demand line of
     credit and an $18 million demand line of credit with Sun, both of which
     provide for an annual interest rate equal to the one month "Libor" rate
     plus a spread. At September 30, 1999 the Company had used $32.0 million of
     the subordinated debt and demand line of credit facilities. In accordance
     with the subordinated loan agreement the Company issued detachable warrants
     to Sun covering 400,000 shares of common stock at a price of $10.00 per




                                       21



<PAGE>   22



                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     warrant share. The detachable warrants have a term of seven years and may
     be exercised at any time after the fourth anniversary of the issuance.
     In March 1998 the Company's commercial mortgage originating subsidiary
     entered into a one year master repurchase agreement with a lender to
     finance fixed rate commercial loans secured by real estate. In September of
     1998 that agreement was amended to include financing of manufactured home,
     floor plan and bridge loans. At September 30,1999 the maximum financing
     limits on the facility were $50 million for commercial mortgage and bridge
     loans and $50 million for manufactured home and floor plan loans. The
     annual interest rate on the facility is a variable rate of interest equal
     to "LIBOR" plus a spread, dependent on the advance rate and the asset
     class. The loans are sold at 85- 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.

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

<TABLE>
<CAPTION>
                                                           SEPTEMBER 30,
                                                  -------------------------------
                                                        1999           1998
                                                  -------------------------------
                                                           (In thousands)
     <S>                                          <C>                <C>
     Loans sold under agreements to repurchase    $      69,026      $     56,900
     Demand line of credit                               28,477            17,800
     Term loan, net of discount                           3,567             3,500
                                                  -------------------------------
                                                  $     101,070      $     78,200
                                                  ===============================
</TABLE>

H.   SUN COMMUNITIES AGREEMENT

     As of September 30, 1997 the Company entered into an agreement with
     Sun Communities. Pursuant to the agreement, options were granted to Sun
     September 30, 1997 and will vest if, and only if, Sun is a party to and in
     compliance with the terms of the agreement on the vesting date and on
     December 31 of the previous year. The options will vest in eight equal
     annual amounts, each consisting of 41,250 options, on January 31, 2001
     through 2008. The options may be exercised at any time after vesting until
     expiration ten years after the date of vesting. Each option vesting January
     31, 2001 to 2003 will entitle the holder to purchase one share of common
     stock for a purchase price of $10. Each option vesting on January 31, 2004,
     2005 and 2006 will entitle the holder to purchase one share of common stock
     for $12. Each option vesting on January 31, 2007 and 2008 will entitle the
     holder to purchase one share of common stock for $14.

     The Company recognizes service costs related to the options based on the
     fair value method as prescribed by Statement of Financial Accounting
     Standards No. 123 ("SFAS 123"), "Accounting for Stock based Compensation".
     Fair value is determined using quoted market prices. Service costs are
     amortized based on the vesting periods of the options. Amortization for the
     years ended September 30, 1999 and 1998 was $86,400 and $74,700
     respectively.







                                       22

<PAGE>   23

                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


I. STOCK OPTION PLAN

     The Company has stock option plans in which 248,915 shares of common stock
     have been reserved for issuance as of September 30, 1999. Under the plans,
     the exercise price of the options will not be less than the fair market
     value of the common stock on the date of grant. The date on which the
     options are first exercisable is determined by the administrator of the
     Company's stock option plan, the Compensation Committee of the Board of
     Directors or the entire Board of Directors, and options generally have
     vested over a three-year period from the date of grant. The term of an
     option may not exceed ten years from the date of grant.

     The Company has adopted the disclosure requirements of Statements of
     Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for
     Stock-Based Compensation." Accordingly, the fair value of each option
     granted in 1999 and 1998 was estimated using the Black-Scholes option
     pricing model based on the assumptions stated below:

<TABLE>
<CAPTION>

                                                                          1999           1998
     -------------------------------------------------------------------------------------------
     <S>                                                                  <C>           <C>
     Estimated weighted average fair value
     per share of options granted                                         $  4.39       $  5.44

     Assumptions:
             Annualized dividend yield                                        --%           --%
             Common stock price volatility                                 50.16%        44.14%
             Weighted average risk free rate of return                      5.31%         5.83%
             Weighted average expected option term (in years)
                                                                              6.0           6.0
</TABLE>

                                       23

<PAGE>   24


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     The Company has elected to measure compensation cost using the intrinsic
     value method, in accordance with APB Opinion No. 25, "Accounting for Stock
     Issued to Employees." Accordingly since all options are granted at a fixed
     price not less than the fair market value of the Company's common stock on
     the date of grant, no compensation cost has been recognized for its stock
     option plan. Had stock option costs of the plan been determined based on
     the fair value at the grant dates for awards under those plans consistent
     with the methodology of SFAS 123, the pro forma effects on the Company's
     net income and earnings per share would be as follows:

<TABLE>
<CAPTION>
                                                                      1999          1998
     ------------------------------------------------------------------------------------------
                          (Dollars in thousands, except earnings per share)
     <S>                                                          <C>               <C>
     Net income (loss) as reported                                $      776        $     (489)
     Stock option compensation cost                                      346                143
                                                                  -----------------------------
             Pro forma net income (loss)                          $      430        $     (632)
                                                                  =============================

     Basic income (loss) per share as reported                    $     0.39        $    (0.46)
     Stock option compensation cost                                     0.18               0.11
                                                                  -----------------------------
             Pro forma earnings (loss) per share                  $     0.21        $    (0.57)
                                                                  =============================

     Diluted earnings (loss) per share as reported                $     0.36        $    (0.46)
     Stock option compensation cost                                     0.16               0.11
                                                                  -----------------------------
            Pro forma fully diluted earnings (loss) per share     $     0.20        $    (0.57)
                                                                  =============================
</TABLE>



              The following table sets forth changes in options outstanding:

<TABLE>
<CAPTION>

                                                                   1999                          1998
     ---------------------------------------------------------------------------------------------------
                                                                  WEIGHTED                     WEIGHTED
                                                   AMOUNT        AVG. PRICE       AMOUNT      AVG. PRICE
     ---------------------------------------------------------------------------------------------------
     <S>                                           <C>         <C>             <C>              <C>
     Shares under option:
             Outstanding at beginning of year        109,900    $    10.65           -          $      -
             Granted                                  29,250         13.19     111,850             10.65
             Forfeited                               (1,332)         12.25     (1,950)             13.00
             Canceled                                      -             -           -                 -
             Exercised                                     -             -           -                 -
                                            ------------------------------------------------------------
             Outstanding at end of year              137,818    $    11.15     109,900          $  10.65
                                            ============================================================
             Exercisable at end of year               65,917    $    10.38      30,000          $  10.00
                                            ============================================================
</TABLE>





                                       24

<PAGE>   25
                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

         The following table sets forth details of options outstanding at
September 30, 1999 and 1998:


<TABLE>
<CAPTION>
                                                    1999
------------------------------------------------------------------------------------------------------------
              OPTIONS OUTSTANDING                                       OPTIONS EXERCISABLE
------------------------------------------------------------------------------------------------------------
                                      WEIGHTED                                                WEIGHTED
                                       AVERAGE                                                 AVERAGE
    RANGE OF          NUMBER          REMAINING               RANGE OF         NUMBER         REMAINING
 EXERCISE PRICES    OUTSTANDING   CONTRACTUAL LIFE         EXERCISE PRICES   OUTSTANDING  CONTRACTUAL LIFE
------------------------------------------------------------------------------------------------------------
 <S>                 <C>           <C>                     <C>                <C>           <C>
   $        10.00        85,568      8.17 years            $          10.00        56,926         8.17 Years
            10.25           750      9.92 years                       12.50         3,246         9.08 Years
            11.00         2,500      9.83 years                       13.00         5,745         8.42 Years
            12.50        10,750      9.17 years
            13.00        21,000      8.42 years
            13.50         9,500      9.75 years
            14.50         6,750      9.58 years
            15.25         1,000      9.25 years
------------------------------------------------------------------------------------------------------------
   $10.00 - 15.25       137,818      8.51 Years            $  10.00 - 13.00        65,917         8.24 Years
============================================================================================================
</TABLE>

<TABLE>
<CAPTION>

                                                    1998
------------------------------------------------------------------------------------------------------------
                       OPTIONS OUTSTANDING                                       OPTIONS EXERCISABLE
------------------------------------------------------------------------------------------------------------
                                      WEIGHTED                                                WEIGHTED
                                       AVERAGE                                                 AVERAGE
    RANGE OF          NUMBER          REMAINING               RANGE OF         NUMBER         REMAINING
 EXERCISE PRICES    OUTSTANDING   CONTRACTUAL LIFE         EXERCISE PRICES   OUTSTANDING  CONTRACTUAL LIFE
------------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>                   <C>                   <C>              <C>
   $        10.00        85,900      9.08 Years            $          10.00      30,000           9.08 Years
            13.00        24,000      9.42 Years
------------------------------------------------------------------------------------------------------------
   $10.00 - 13.00       109,900      9.15 Years            $          10.00      30,000           9.08 Years
============================================================================================================
</TABLE>


     There were no options outstanding in 1997.

                                       25
<PAGE>   26


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

J.   FEDERAL INCOME TAXES

     Federal income tax expense consisted of the following:

<TABLE>
<CAPTION>

                                                             1999         1998
     --------------------------------------------------------------------------
                                                           (In thousands)
     <S>                                             <C>               <C>
     Current tax provision                           $     (473)       $   683
     Deferred tax provision (benefit)                       914           (902)
                                                     -------------------------
     Federal income tax expense (benefit)            $      441        $  (219)
                                                     =========================
</TABLE>

     A reconciliation of the statutory federal income tax rate to the effective
     income tax rate follows:

<TABLE>
<CAPTION>

                                                             1999         1998
     --------------------------------------------------------------------------
     <S>                                                    <C>              <C>
     Statutory tax rate                                   34.00%        (34.00%)
     Effect of:
         Nondeductible expenses                            2.22              -
         Other                                                -           6.39
                                                     -------------------------
     Effective tax rate                                   36.22%        (27.61%)
                                                     =========================
</TABLE>


     There was no federal income tax provision in 1997.




                                       26


<PAGE>   27


     Deferred income taxes reflect the net tax effects of temporary differences
     between the carrying amounts of assets and liabilities for financial
     reporting purposes and the amounts used for income tax purposes. The
     Company believes its deferred tax liabilities and available tax planning
     strategies will allow for the recovery of total net deferred tax asset.
     Significant components of the Company's deferred tax assets and liabilities
     are as follows:
<TABLE>
<CAPTION>

                                                                       1999           1998
     ---------------------------------------------------------------------------------------
                                                                          (In thousands)
     <S>                                                             <C>             <C>
     Deferred Tax Assets:
         Option amortization                                         $    55         $    25
         Net deferral required by SFAS 91                                  -             130
         Reserve for loan losses                                         230              14
         Unrealized loss on mortgage loans                                 -             816
         Other items, net                                                273               5
                                                                     -----------------------
              Total deferred tax assets                                  558             990

     Deferred Tax Liabilities:
         Net deferral required by SFAS 91                                169               -
         Deferred closing costs                                          148              88
         Gain on sale of servicing rights required by SFAS 125           253               -
                                                                     -----------------------
             Total deferred tax liabilities                              570              88
                                                                     -----------------------
     Total net deferred tax assets (liabilities)                        (12)             902
                                                                     -----------------------
     Total net federal income tax assets (liabilities)               $  (12)         $   902
                                                                     =======================
</TABLE>






                                       27
<PAGE>   28


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

K.   STOCKHOLDERS' EQUITY

     The Company consummated an initial public offering of 1,200,000 shares of
     common stock on November 19, 1997. The initial offering price was $10.00,
     which provided approximate proceeds to the Company of $11.2 million. On
     December 16, 1997, an additional 70,000 shares were issued which provided
     approximate proceeds to the Company of $651,000.

     Prior to the initial public offering, on October 27, 1997 the Company sold
     25,000 shares to Sun Communities for gross proceeds of $250,000.

     In April, 1999 the Company issued 800,330 shares of its common stock in
     private equity raises. The stock issuances resulted in proceeds of
     approximately $12 million.

     During the year ended September 30, 1999 the Company issued stock awards of
     84,658 restricted shares to executive officers and senior management.
     Compensation costs related to the awards are being amortized over their
     respective vesting periods, generally between 3 to 5 years.


L.   LITIGATION

     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 future
     financial position, results of operations or cashflows.

M.   COMMITMENTS AND CONTINGENCIES

     LEASE COMMITMENTS: At September 30, 1999 aggregate minimum rental
     commitments under noncancelable leases having terms of more than one year
     were $937,000 payable $403,000 (2000), $414,000 (2001), $88,000 (2002) and
     $31,000 (2004). Total rental expense for the year ended September 30, 1999
     and 1998 was $420,000 and $83,000 respectively. These leases are for office
     facilities and equipment and generally contain either clauses for cost of
     living increases and/or options to renew or terminate the lease.

     LOAN COMMITMENTS: At September 30, 1999 and 1998 the Company had
     commitments to originate manufactured home installment contracts
     approximating $5.1 million and $4.8 million respectively. Commercial
     mortgage loan commitments totaled $73.1 and $14.7 million at September 30,
     1999 and 1998 respectively.

N.   FINANCIAL INSTRUMENTS AND OFF-BALANCE SHEET ACTIVITY

     FINANCIAL INSTRUMENTS: The Company hedges 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 doing forward
     sales of U.S. Treasury Securities, Treasury locks and forward interest rate
     swaps.



                                       28

<PAGE>   29


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


     The Company classifies these transactions as hedges on specific loan
     receivables. Any gross unrealized gains or losses on these hedge positions
     are determined based on quoted market prices and are an adjustment to the
     basis of the mortgage loan portfolio.  They are also used in the lower of
     cost or market valuation to establish a valuation allowance as shown in
     Note C.





                                       29

<PAGE>   30


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

     The following table identifies the gross unrealized gains and losses of the
     hedge positions based on quoted market prices as of September 30, 1999 and
     1998:


<TABLE>
<CAPTION>
                                                                                              SEPTEMBER 30,
                                                                                 --------------------------------------
                                                                                        1999                  1998
                                                                                 --------------------------------------
                                                                                       GROSS                 GROSS
                                                                                     UNREALIZED            UNREALIZED
              TYPE           REFERENCE RATE/TREASURY                               GAINS (LOSSES)        GAINS (LOSSES)
     ------------------------------------------------------------------------------------------------------------------
                                                                                              (In thousands)
     <S>                     <C>                                                  <C>                    <C>
     Treasury Lock           U.S. Treasury 4.750% - 11/08                          $         126           $          -
     Treasury Lock           U.S. Treasury 5.625% - 5/08                                       6                      -
     Treasury Lock           U.S. Treasury 5.500% - 5/09                                       2                      -
     Treasury Lock           10 Year Treasury                                              (146)                      -
     Interest Rate Swap      10 Year Swap                                                      -                (2,019)
     Forward Sale            U.S. Treasury 6.125% - 8/07                                       -                  (294)
     Forward Sale            U.S. Treasury 6.375% - 8/27                                       -                (1,649)
     Forward Sale            U.S. Treasury 5.500% - 2/08                                       -                  (321)
     Forward Sale            U.S. Treasury 5.625% - 5/08                                       -
</TABLE>



     LOANS SOLD WITH RECOURSE: As of September 30, 1999 and 1998 outstanding
     principal on manufactured home loans the Company had sold with recourse
     totaled $27.6 and $11.3 million respectively. The Company is required to
     repurchase the outstanding principal balance, accrued interest and refund
     of any purchase premium of any contract that goes into default, as defined
     in the loan agreement, for the life of the loan.

     FAIR VALUE OF FINANCIAL INSTRUMENTS: Statement of Financial Accounting
     Standards No. 107 ("SFAS 107") requires disclosure of fair value
     information about financial instruments, whether or not recognized in the
     Balance Sheet, for which it is practicable to estimate that value. In cases
     where quoted market prices are not available, fair values are based on
     estimates using present value or other valuation techniques.

     The following table shows the carrying amount and estimated fair values of
     the Company's Financial instruments:

<TABLE>
<CAPTION>
                                                                  SEPTEMBER 30,
                                           ----------------------------------------------------------------
                                                          1999                          1998
                                           ----------------------------------------------------------------
                                                               ESTIMATED                     ESTIMATED
                                                 CARRYING        FAIR          CARRYING        FAIR
                                                  AMOUNT         VALUE          AMOUNT         VALUE
                                           ----------------------------------------------------------------
                                                                     (In Thousands)

<S>                                        <C>                 <C>             <C>            <C>
Assets

     Cash and equivalents                             730            730         1,979          1,979
     Restricted cash                                3,901          3,901         2,253          2,253
     Loans receivable                             117,887        119,548        86,075         86,260
     Other                                          6,960          6,960         3,741          3,741

Liabilities

     Advances by mortgages                          3,882          3,882         2,238          2,238
     Accounts payable and accrued expenses          1,474          1,474           636            636
     Advances under repurchase agreements          69,026         69,026        56,892         56,892
     Subordinated debt                              3,567          3,567         3,490          3,490
     Note payable                                  28,477         28,477        17,848         17,848
</TABLE>

     The carrying amount for cash and cash equivalents and other assets is a
     reasonable estimate of their fair value.

     Fair values for the Company's loans are estimated using quoted market
     prices for loans with similar interest rates, terms and borrowers credit
     quality as those being offered by the Company.

     The carrying amount of accrued interest approximates its fair value. Due
     to their short maturity, accounts payable and accrued expense carrying
     values approximate fair value.

     The fair value of the Company's fixed rate subordinated debt is based on
     quoted market prices for debt with similar terms and remaining maturities.
     The fair value of the variable rate date is based on its carrying amount
     since effective rates reflect current market rates.


                                       30
<PAGE>   31


                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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


O.        SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>

                                                  FIRST            SECOND            THIRD           FOURTH
                                                 QUARTER          QUARTER           QUARTER          QUARTER
     ------------------------------------------------------------------------------------------------------------
                                                              (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
    <S>                                        <C>             <C>               <C>               <C>
     1999:
     Interest income                           $     2,118      $     2,617       $     2,521      $     2,221
     Interest expense                                1,699            1,841             1,953            1,363
     Net income (loss)                                 764              480               304            (772)
     Diluted earnings (loss) per share                0.43             0.26              0.13           (0.30)

     1998:
     Interest income                           $       316      $       433       $       819      $     1,797
     Interest expense                                  151              135               405            1,241
     Net income (loss)                                  22              120               435          (1,151)
     Diluted earnings (loss) per share                0.04             0.08              0.22           (0.73)


     1997:
     Interest income                           $         -      $        10       $       112      $       158
     Interest expense                                    -               15                70              110
     Net (loss)                                          -             (62)               (3)             (45)
</TABLE>

P.   SUBSEQUENT EVENTS

     In December 1999, the Company completed the acquisition of Dynex Financial,
     Inc. (DFI) from Dynex Holding, Inc. (DHI), a subsidiary of Dynex Capital,
     Inc (DCI). The Company acquired all of the issued and outstanding stock of
     DFI and all of the rights to DCI's manufactured home lending business for
     approximately $4.0 million in cash funded by bank borrowings. DFI
     specializes in lending to buyers of manufactured homes and has regional and
     district offices in nine states. In addition DFI provides servicing for
     manufactured home and land/home loans.

                                       31

<PAGE>   32




                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:  August 31, 2000

                                        BINGHAM FINANCIAL SERVICES
                                        CORPORATION


                                        By:      /s/ Ronald A. Klein
                                           -------------------------------------
                                                 Ronald A. Klein, President and
                                                 Chief Executive Officer


                                       32
<PAGE>   33
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
                                          DESCRIPTION
                                          -----------
<S>                 <C>
2.1                 Agreement and Plan of Merger dated as of February 17, 1998
                    by and among Bingham Financial Services Corporation, BAC
                    Acquiring Corp., BSC Acquiring Corp., Bloomfield Acceptance
                    Company, L.L.C., and Bloomfield Acceptance Company, L.L.C.
                    (Incorporated by reference to Exhibit 2.1 to Bingham's
                    Current Report on Form 8-K dated March 5, 1998)

2.2                 Purchase Agreement dated as of November 27, 1999 by and
                    among DFI Acquiring Corp., Dynex Capital, Inc., Dynex
                    Holding, Inc. (incorporated by reference to Exhibit 2.1 to
                    Bingham's Report on Form 8-K filed December 30, 1999)

2.3                 Reorganization Agreement dated as of June 30, 1999, by and
                    Bingham Financial Services Corporation, DMR Financial
                    Services, Inc., Hartger & Willard Mortgage Associates, Inc.
                    and Detroit Mortgage and Realty Company (Incorporated by
                    reference to Exhibit 2.1 to Bingham's Current Report on Form
                    8-K dated July 14, 1999)

2.4                 Amended and Restated Agreement and Plan of Merger dated May
                    16, 2000 between Bingham and Franklin Bank, N.A. (Filed
                    herewith).

3.1                 Amended and Restated Articles of Incorporation of Bingham
                    Financial Services Corporation (Incorporated by reference to
                    Exhibit 3.1 to Bingham's Registration Statement on Form S-1;
                    File No. 333-34453)

3.2                 Amended and Restated Bylaws of Bingham Financial Services
                    Corporation (Incorporated by reference to Exhibit 3.3 to
                    Bingham's registration Statement on Form S-1; File No.
                    333-34453)

4.1                 Shareholders Agreement dated March 5, 1998 (Incorporated by
                    reference to Exhibit 2.7 to Bingham's Current Report on Form
                    8-K dated March 13, 1998)

4.2                 Amendment to Merger Agreement, Shareholders Agreement And
                    Employment Agreements, dated February 21, 1999 (Previously
                    filed)

4.3                 Bloomfield Shareholders Agreement dated March 5, 1998
                    (Incorporated by reference to Exhibit 2.6 to Bingham's
                    Current Report on Form 8-K dated March 13, 1998)
</TABLE>

                                       33

<PAGE>   34
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
                                          DESCRIPTION
                                          -----------
<S>                 <C>
4.4                 Form of Registration Rights Agreement dated April 27, 1999
                    with respect to an aggregate of 800,330 shares (Incorporated
                    by reference to Exhibit 4.1 to Bingham's Quarterly Report on
                    Form 10-Q dated August 14, 2000)

4.5                 Bingham Financial Services Corporation Second Amended and
                    Restated 1997 Stock Option Plan (Incorporated by reference
                    to Exhibit 4.2 to Bingham's Quarterly Report on Form 10-Q
                    dated August 14, 2000)

10.1                Participants Support Agreement, by and between Bingham
                    Financial Services Corporation and Sun Communities, Inc.
                    (assigned to Sun Communities Operating Limited Partnership
                    as of December 31, 1997) entered into on September 30, 1997,
                    but effective as of July 1, 1997 (Incorporated by reference
                    to Exhibit 10.1 to Bingham's Registration Statement on Form
                    S-1; File No. 333-34453)

10.2                Amendment to Participants Support Agreement between Bingham
                    Financial Services Corporation and Sun Communities Operating
                    Limited Partnership, dated as of April 1, 1999 (Previously
                    filed)

10.3                Administration Agreement, by and between Bingham Financial
                    Services Corporation and Sun Communities, Inc., dated July
                    1, 1997 (Incorporated by reference to Exhibit 10.3 to
                    Bingham's Registration Statement on Form S-1; File No.
                    333-34453)

10.4                Form of Indemnification Agreement between Bingham and its
                    directors (Incorporated by reference to Exhibit 10.4 to
                    Bingham's Registration Statement on Form S-1; File No.
                    333-34453)

10.5                Employment Agreement dated as of March 4, 1998 by and
                    between Bingham Financial Services Corporation and Daniel E.
                    Bober (Incorporated by reference to Exhibit 2.4 to Bingham's
                    Current Report on Form 8-K dated March 5, 1998)

10.6                Employment Agreement dated as of March 4, 1998 by and
                    between Bingham Financial Services Corporation and Creighton
                    J. Weber (Incorporated by reference to Exhibit 2.5 to
                    Bingham's Current Report on Form 8-K dated March 5, 1998)

10.7                Subordinated Loan Agreement dated September 30, 1997 between
                    Bingham Financial Services Corporation and Sun Communities,
                    Inc. (assigned to Sun Communities Operating Limited
                    Partnership as of December 31, 1997) (Incorporated by
                    reference to Exhibit 10.7 to Bingham's Registration
                    Statement on Form S-1; File No. 333-34453)
</TABLE>

                                       34
<PAGE>   35
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
                                          DESCRIPTION
                                          -----------
<S>                 <C>
10.9                Term Promissory Note, dated September 30, 1997 between
                    Bingham Financial Services Corporation and Sun Communities,
                    Inc. (assigned to Sun Communities Operating Limited
                    Partnership as of December 31, 1997) (Incorporated by
                    reference to Exhibit 10.9 to Bingham's Registration
                    Statement on Form S-1; File No. 333-34453)

10.10               Loan Agreement between Bingham Financial Services
                    Corporation and Sun Communities Operating Limited
                    Partnership, dated March 1, 1998 (Incorporated by reference
                    to Exhibit 10.10 to Bingham's Current Report on Form 10-K,
                    for the year ended September 30, 1998)

10.12               Loan Agreement between Bingham Financial Services
                    Corporation and Sun Communities Operating Limited
                    Partnership, dated March 30, 1999 (Previously filed)

10.13               Demand Promissory Note between Bingham Financial Services
                    Corporation and Sun Communities Operating Limited
                    Partnership, dated March 30, 1999 (Previously filed)

10.14               Amendment to Loan Agreement dated March 30, 1999, between
                    Bingham Financial Services Corporation and Sun Communities
                    Operating Limited Partnership, dated as of June 11, 1999
                    (Previously filed)

10.15               Amended Demand Promissory Note between Bingham Financial
                    Services Corporation and Sun Communities Operating Limited
                    Partnership of March 30, 1999, dated as of June 11, 1999
                    (Previously filed)

10.16               Amendment to Subordinated Loan Agreement dated September 30,
                    1997 between Bingham Financial Services Corporation and Sun
                    Communities Operating Limited Partnership, dated as of June
                    11, 1999 (Previously filed)

10.17               Detachable Warrant Agreement, dated September 30, 1997
                    between Bingham Financial Services Corporation and Sun
                    Communities, Inc. (assigned to Sun Communities Operating
                    Limited Partnership as of December 31, 1997) (Incorporated
                    by reference to Exhibit 10.12 to Bingham's Registration
                    Statement on Form S-1; File No. 333-34453)
</TABLE>

                                       35
<PAGE>   36
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
                                          DESCRIPTION
                                          -----------
<S>                 <C>
10.18               Warehousing Credit and Security Agreement dated as of April
                    1, 2000 among Bloomfield Servicing Company, L.L.C.,
                    Bloomfield Acceptance Company, L.L.C. and Residential
                    Funding Corporation (Incorporated by reference to Exhibit
                    10.1 to Bingham's Quarterly Report on Form 10-Q dated August
                    14, 2000)

10.19               First Amendment dated as of July 17, 2000 to Warehousing
                    Credit and Security Agreement dated as of April 1, 2000
                    among Bloomfield Servicing Company, L.L.C., Bloomfield
                    Acceptance Company, L.L.C. and Residential Funding
                    Corporation (Incorporated by reference to Exhibit 10.2 to
                    Bingham's Quarterly Report on Form 10-Q dated August 14,
                    2000)

10.20               Security Agreement dated December 13, 1999 between Sun
                    Communities Operating Limited Partnership and Bingham
                    (Incorporated by reference to Exhibit 10.3 to Bingham's
                    Quarterly Report on Form 10-Q dated August 14, 2000)

10.21               Second Amended Demand Promissory Note dated December 13,
                    1999 executed by Bingham in favor of Sun Communities
                    Operating Limited Partnership (Incorporated by reference to
                    Exhibit 10.4 to Bingham's Quarterly Report on Form 10-Q
                    dated August 14, 2000)

10.22               Employment Agreement dated January 1, 2000 between Bingham
                    and Ronald A. Klein (Incorporated by reference to Exhibit
                    10.5 to Bingham's Quarterly Report on Form 10-Q dated August
                    14, 2000)

10.23               Second Amended and Restated Master Repurchase Agreement
                    dated as of March 15, 2000 among Lehman Commercial Paper
                    Inc., Bloomfield Acceptance Company, LLC, MHFC, Inc., and
                    Dynex Financial, Inc. (Incorporated by reference to Exhibit
                    10.6 to Bingham's Quarterly Report on Form 10-Q dated August
                    14, 2000)

10.24               Amendment No. 1 dated March 16, 2000 to the Second Amended
                    and Restated Master Repurchase Agreement (Incorporated by
                    reference to Exhibit 10.7 to Bingham's Quarterly Report on
                    Form 10-Q dated August 14, 2000)
</TABLE>

                                       36
<PAGE>   37
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
------
                                          DESCRIPTION
                                          -----------
<S>                 <C>
10.25               Credit Agreement dated March 31, 2000 among Bingham, Dynex
                    Financial, Inc., and Michigan National Bank (Incorporated by
                    reference to Exhibit 10.8 to Bingham's Quarterly Report on
                    Form 10-Q dated August 14, 2000)

10.26               Secured Promissory Note dated March 31, 2000 executed by
                    Bingham and Dynex Financial in favor of Michigan National
                    Bank (Incorporated by reference to Exhibit 10.9 to Bingham's
                    Quarterly Report on Form 10-Q dated August 14, 2000)

10.27               Security Agreement dated March 31, 2000 between Michigan
                    National Bank and Dynex Financial, Inc. (Incorporated by
                    reference to Exhibit 10.10 to Bingham's Quarterly Report on
                    Form 10-Q dated August 14, 2000)

10.28               Security Agreement dated March 31, 2000 between Michigan
                    National Bank and Bingham (Incorporated by reference to
                    Exhibit 10.11 to Bingham's Quarterly Report on Form 10-Q
                    dated August 14, 2000)

10.29               Stock Purchase Agreement dated as of March 17, 2000 between
                    Bingham and Gwenuc, LLC (Incorporated by reference to
                    Exhibit 2.2 to Bingham's Report on Form 8-K filed March 23,
                    2000)

10.30               Certificate of Merger for BAC Acquiring Corp. and Bloomfield
                    Acceptance Company, L.L.C., dated March 5, 1998.
                    (Incorporated by reference to Exhibit 2.2 to Bingham's
                    Current Report on Form 8-K dated March 13, 1998)

10.31               Certificate of Merger for BSC Acquiring Corp. and Bloomfield
                    Servicing Company, L.L.C., dated March 5, 1998.
                    (Incorporated by reference to Exhibit 2.3 to Bingham's
                    Current Report on Form 8-K dated March 13, 1998)

11                  Calculation of Earnings Per Share (Previously filed)

21                  List of Subsidiaries (Filed herewith)

27                  Financial Data Schedule (Previously filed)
</TABLE>


                                       37