<PAGE>

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

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

                                AMENDMENT NO. 1
                                       TO

                                   FORM 10-K
                               ------------------

<Table>
<Caption>
(MARK ONE)
<S>  <C>
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
             FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                                  OR
[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
      FOR THE TRANSITION PERIOD FROM              TO
</Table>

                          COMMISSION FILE NO. 0-23381

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

<Table>
<S>                                            <C>
              STATE OF MICHIGAN                                  38-3313951
            State of Incorporation                        I.R.S. Employer I.D. No.
</Table>

                             260 EAST BROWN STREET
                                   SUITE 200
                           BIRMINGHAM, MICHIGAN 48009
                                 (248) 644-8838
         (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 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. [ ]

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

     As of March 15, 2002, the aggregate market value of the Registrant's voting
stock held by non-affiliates of the Registrant was approximately $1,466,532,
based on the closing sales price of one share of common stock on such date as
reported by the Nasdaq SmallCap Market.

     As of March 15, 2002, there were 2,476,321 shares of the Registrant's
common stock issued and outstanding.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

     Explanatory note: This Form 10-K/A is being filed to correct the Company's
Consolidated Balance Sheet to reflect the following: recourse liability in the
amount of $7.9 million; allowance for loan loss, a component of loans
receivable, in the amount of $1.8 million; total assets in the amount of $167.1
million; and total liabilities in the amount of $136.6 million. The Summary
Compensation Table in Item 11, which is restated in its entirety, has also been
corrected.
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

<Table>
<Caption>
                                      YEAR ENDED        THREE MONTHS       YEAR ENDED          PERIOD
                                     DECEMBER 31,          ENDED         SEPTEMBER 30,      JANUARY 2 TO
                                  -------------------   DECEMBER 31,   ------------------   SEPTEMBER 30,
                                    2001       2000         1999         1999      1998         1997
                                    ----       ----     ------------     ----      ----     -------------
                                               (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                               <C>        <C>        <C>            <C>        <C>       <C>
Statement of Operations Data:
  Revenue.......................  $ 29,673   $ 25,486     $  7,066     $ 16,277   $ 6,141     $    280
  Income (loss) before income
     taxes......................   (18,449)   (24,629)         576        1,217      (793)        (110)
  Income (loss) before
     cumulative effect of change
     in accounting principle....   (19,694)   (16,255)         378          776      (574)        (110)
  Net income (loss).............   (19,694)   (16,255)        (185)         776      (574)        (110)
  Income (loss) per common
     share, diluted.............     (7.63)     (6.19)       (0.07)        0.36     (0.46)          --
Balance Sheet Data:
  Total assets..................  $167,092   $147,881     $162,873     $128,473   $94,859     $  9,652
  Total debt....................   122,999    113,617      124,802      101,070    78,230        9,747
  Stockholders' equity
     (deficit)..................    (9,242)    10,840       26,139       26,068    13,457         (110)
Selected Ratios:
  Return on average assets......    (15.68)%    (9.32)%      (0.12)%      0.85%     (1.23)%      (2.28)%
  Return on average equity......   (165.30)%    (80.9)%      (0.71)%      5.36%     (4.13)%    (100.00)%
  Average equity to average
     assets.....................      4.22%     11.52%       17.33%      15.87%     29.77%       (1.14)%
</Table>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK

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

     In the normal course of business, we also face risks that are either
nonfinancial or nonquantifiable. Such risks principally include credit risk and
legal risk and are not included in the following table.

                                        1
<PAGE>

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

<Table>
<Caption>
                                                                     MATURITY
                                         ----------------------------------------------------------------
                                         0 TO 3        4 TO 12        1 TO 5        OVER 5
                                         MONTHS        MONTHS         YEARS         YEARS         TOTAL
                                         ------        -------        ------        ------        -----
                                                                  (IN THOUSANDS)
<S>                                      <C>          <C>            <C>           <C>           <C>
               ASSETS
Cash and equivalents.................    $   440      $      --      $     --      $     --      $    440
Restricted cash......................      1,739             --            --            --         1,739
Loans receivable.....................        301            847         7,957       117,486       126,591
Servicing rights.....................        282            652         5,329           592         6,855
Servicing advances...................      7,952          1,988            --            --         9,940
Furniture, fixtures and equipment,
  net................................        198            594         1,009            --         1,801
Deferred federal income taxes........         --          1,181         5,819            --         7,000
Loan sale proceeds receivable........        372            973         2,747         1,631         5,723
Other assets.........................      3,350            494         2,029         1,130         7,003
                                         -------      ---------      --------      --------      --------
  Total assets.......................    $14,634      $   6,729      $ 24,890      $120,839      $167,092
                                         =======      =========      ========      ========      ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued
  expenses...........................    $ 3,279      $   2,342      $     88      $     --      $  5,709
Recourse liability...................        868          3,038         3,520           434         7,860
Advances under repurchase
  agreements.........................         --        105,564            --            --       105,564
Notes payable........................     17,435             --            --            --        17,435
                                         -------      ---------      --------      --------      --------
  Total liabilities..................     21,582        110,944         3,608           434       136,568
Non-controlling members' interests in
  subsidiary.........................         --             --            --        39,766        39,766
Common stock, no par value,
  10,000,000 shares authorized;
  2,542,988 shares issued and
  Outstanding........................         --             --            --        26,478        26,478
Paid-in capital......................         --             --            --           322           322
Accumulated deficit..................         --             --            --       (36,042)      (36,042)
                                         -------      ---------      --------      --------      --------
  Total stockholders' equity
     (deficiency)....................         --             --                      (9,242)       (9,242)
                                         -------      ---------      --------      --------      --------
  Total liabilities and stockholders'
     equity (deficiency).............    $21,582      $ 110,944      $  3,608      $ 30,958      $167,092
                                         =======      =========      ========      ========      ========

Reprice difference...................    $(6,948)     $(104,215)     $ 21,282      $ 89,881
Cumulative gap.......................    $(6,948)     $(111,163)     $(89,881)           --
Percent of total assets..............      (8.98)%      (143.61)%     (116.11)%
</Table>

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

                                        2
<PAGE>

     The following table shows the Company's financial instruments that are
sensitive to changes in interest rates, categorized by expected maturity, and
the instruments' fair values at December 31, 2001.

<Table>
<Caption>
                                                              CONTRACTUAL MATURITY
                                  ----------------------------------------------------------------------------
                                                                                                      TOTAL
                                    2002       2003      2004      2005      2006     THEREAFTER    FAIR VALUE
                                    ----       ----      ----      ----      ----     ----------    ----------
                                                             (DOLLARS IN THOUSANDS)
<S>                               <C>         <C>       <C>       <C>       <C>       <C>           <C>
Interest sensitive assets:
  Loans receivable............    $  1,148    $1,373    $1,500    $1,719    $1,835     $120,902      $128,477
  Average interest rate.......       10.85%    10.85%    10.85%    10.85%    10.85%       10.85%        10.85%
  Interest bearing deposits...       1,902        --        --        --        --           --         1,902
  Average interest rates......        5.73%       --        --        --        --           --          5.73%
                                  --------    ------    ------    ------    ------     --------      --------
       Total interest
          sensitive assets....    $  3,050    $1,373    $1,500    $1,719    $1,835     $120,902      $130,379
                                  ========    ======    ======    ======    ======     ========      ========
Interest sensitive
  liabilities:
  Borrowings:
     Advances under repurchase
       agreements.............    $105,564    $   --    $   --    $   --    $   --     $     --      $105,564
     Average interest rate....        3.63%       --        --        --        --           --          3.63%
     Note payable.............      17,435        --        --        --        --           --        17,435
     Average interest rate....        8.45%       --        --        --        --           --          8.45%
                                  --------    ------    ------    ------    ------     --------      --------
       Total interest
          sensitive
          liabilities.........    $122,999    $   --    $   --    $   --    $   --     $     --      $122,999
                                  ========    ======    ======    ======    ======     ========      ========
</Table>

                                        3
<PAGE>

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 DECEMBER 31, 2001, 2000 AND 1999, AND THE
                         YEAR ENDED SEPTEMBER 30, 1999

                                        4
<PAGE>

                     BINGHAM FINANCIAL SERVICES CORPORATION

                         INDEX TO FINANCIAL STATEMENTS

<Table>
<Caption>
                                                                PAGE
                                                                ----
<S>                                                             <C>
Independent Auditor's Report................................      6
Financial Statements:
  Consolidated Balance Sheets -- December 31, 2001, and
     December 31, 2000......................................      7
  Consolidated Statements of Operations for the years and
     period ended December 31, 2001, 2000 and 1999, and the
     year ended September 30, 1999..........................      8
  Consolidated Statement of Changes in Stockholders' Equity
     (Deficit) for the years and period ended December 31,
     2001, 2000 and 1999 and the year ended September 30,
     1999...................................................      9
  Consolidated Statement of Cashflows for the years and
     period ended December 31, 2001, 2000 and 1999 and the
     year ended September 30, 1999..........................     10
  Notes to Consolidated Financial Statements................     11
</Table>

                                        5
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Bingham Financial Services Corporation

     We have audited the accompanying consolidated balance sheets of Bingham
Financial Services Corporation as of December 31, 2001 and December 31, 2000 and
the related consolidated statements of changes in stockholders' equity
(deficit), operations and cash flows for the periods ended December 31, 2001,
December 31, 2000, December 31, 1999 and 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 audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits 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
audits provide 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 December 31, 2001 and, December 31,
2000 and the consolidated results of their operations and their cash flows for
the periods ended December 31, 2001, December 31, 2000, December 31, 1999 and
September 30, 1999, in conformity with accounting principles generally accepted
in the United States of America.

     As more fully discussed in Note A, during the three months ended December
31, 1999, the Company changed its method of accounting for organizational costs.

                                          /s/ PLANTE & MORAN, LLP

March 28, 2002
Auburn Hills, MI

                                        6
<PAGE>

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

<Table>
<Caption>
                                                                    DECEMBER 31,
                                                                    ------------
                                                                  2001        2000
                                                                  ----        ----
<S>                                                             <C>         <C>
                           ASSETS
Cash and equivalents........................................    $    440    $  3,521
Restricted cash.............................................       1,739       1,628
Loans receivable............................................     126,591      98,633
Servicing rights............................................       6,855       9,143
Servicing advances..........................................       9,940       9,103
Furniture, fixtures and equipment, net......................       1,801       2,554
Deferred federal income taxes...............................       7,000       8,446
Loan sale proceeds receivable...............................       5,723       6,603
Other assets................................................       7,003       8,250
                                                                --------    --------
     Total assets...........................................    $167,092    $147,881
                                                                ========    ========
       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities:
  Accounts payable and accrued expenses.....................    $  5,709    $ 14,111
  Recourse liability........................................       7,860       9,313
  Advances under repurchase agreements......................     105,564      67,256
  Subordinated debt, net of debt discount of $-- and $336,
     respectively...........................................          --       3,664
  Notes payable.............................................      17,435      42,697
                                                                --------    --------
     Total liabilities......................................     136,568     137,041
                                                                --------    --------
Non-controlling members' interest in subsidiary.............      39,766          --
                                                                --------    --------
Stockholders' equity (deficit)
  Preferred stock, no stated value, 10,000,000 shares
     authorized; no shares issued and outstanding...........          --          --
  Common Stock, no stated value, 10,000,000 shares
     authorized; 2,542,988 and 2,631,681, shares issued and
     outstanding at December 31, 2001 and 2000,
     respectively...........................................      26,478      27,488
  Paid-in capital...........................................         322         727
  Accumulated other comprehensive income....................          --         115
  Unearned stock compensation...............................          --      (1,142)
  Accumulated deficit.......................................     (36,042)    (16,348)
                                                                --------    --------
     Total stockholders' equity (deficit)...................      (9,242)     10,840
                                                                --------    --------
     Total liabilities and stockholders' equity (deficit)...    $167,092    $147,881
                                                                ========    ========
</Table>

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

                                        7
<PAGE>

                     BINGHAM FINANCIAL SERVICES CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                       (IN THOUSANDS, EXCEPT FOR SHARES)

<Table>
<Caption>
                                                                            THREE MONTHS
                                                  YEAR ENDED DECEMBER 31,      ENDED        YEAR ENDED
                                                  -----------------------   DECEMBER 31,   SEPTEMBER 30,
                                                     2001         2000          1999           1999
                                                     ----         ----      ------------   -------------
<S>                                               <C>          <C>          <C>            <C>
REVENUES
  Interest income on loans.....................   $    9,493   $   14,593    $    4,069     $    9,477
  Mortgage origination and servicing fees......       12,001       10,800         1,319          2,069
  Gain on sale and securitization of loans.....        5,186           27         1,603          4,399
  Gain on sale of assets.......................        1,600           --            --             --
  Arbitration settlements......................        1,126           --            --             --
  Other income.................................          267           66            75            332
                                                  ----------   ----------    ----------     ----------
     Total revenues............................       29,673       25,486         7,066         16,277
                                                  ----------   ----------    ----------     ----------
COSTS AND EXPENSES
  Interest expense.............................        7,875       14,202         2,832          6,856
  Provision for credit losses and recourse
     liability.................................        8,595        7,671           362            653
  Write down of residual interest..............        9,523           --            --             --
  General and administrative...................       19,408       23,353         2,352          5,215
  Unrealized loss on interest rate swap........           --        1,300            --             --
  Loss on interest rate swap...................          510           --            --             --
  Acquisition costs............................           --        2,071            --             --
  Other operating expenses.....................        1,903        1,518           944          2,336
                                                  ----------   ----------    ----------     ----------
     Total costs and expenses..................       47,814       50,115         6,490         15,060
                                                  ----------   ----------    ----------     ----------
  Income (loss) before income tax expense
     (benefit) and allocation of subsidiary net
     income in non-controlling members'
     interests.................................      (18,141)     (24,629)          576          1,217
  Allocation of subsidiary net income in non-
     controlling members' interests............         (308)          --            --             --
                                                  ----------   ----------    ----------     ----------
  Income (loss) before income tax expense
     (benefit).................................      (18,449)     (24,629)          576          1,217
     Federal income tax expense (benefit)......        1,245       (8,374)          198            441
                                                  ----------   ----------    ----------     ----------
  Income (loss) before cumulative effect of
     change in accounting principle............      (19,694)     (16,255)          378            776
  Cumulative effect of change in accounting
     principle, net of tax.....................           --           --          (563)            --
                                                  ----------   ----------    ----------     ----------
  Net income (loss)............................   $  (19,694)  $  (16,255)   $     (185)    $      776
                                                  ==========   ==========    ==========     ==========
  Weighted average common shares outstanding...    2,579,844    2,625,765     2,539,716      1,966,288
                                                  ==========   ==========    ==========     ==========
  Weighted average common shares outstanding,
     diluted...................................    2,579,844    2,625,765     2,539,716      2,145,939
                                                  ==========   ==========    ==========     ==========
  Earnings (loss) per share before cumulative
     effect of change in accounting principle:
     Basic.....................................   $    (7.63)  $    (6.19)   $     0.15     $     0.39
                                                  ==========   ==========    ==========     ==========
     Diluted...................................   $    (7.63)  $    (6.19)   $     0.15     $     0.36
                                                  ==========   ==========    ==========     ==========
  Cumulative effect of change in accounting
     principle:
     Basic.....................................   $       --   $       --    $    (0.22)    $       --
                                                  ==========   ==========    ==========     ==========
     Diluted...................................   $       --   $       --    $    (0.22)    $       --
                                                  ==========   ==========    ==========     ==========
  Earnings (loss) per share:
     Basic.....................................   $    (7.63)  $    (6.19)   $    (0.07)    $     0.39
                                                  ==========   ==========    ==========     ==========
     Diluted...................................   $    (7.63)  $    (6.19)   $    (0.07)    $     0.36
                                                  ==========   ==========    ==========     ==========
</Table>

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

                                        8
<PAGE>

                     BINGHAM FINANCIAL SERVICES CORPORATION
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                       (IN THOUSANDS, EXCEPT FOR SHARES)

<Table>
<Caption>
                                                        ACCUMULATED                                   TOTAL
                                                           OTHER         UNEARNED     RETAINED    STOCKHOLDER'S
                                   COMMON    PAID-IN   COMPREHENSIVE      STOCK       EARNINGS       EQUITY
                                    STOCK    CAPITAL   INCOME (LOSS)   COMPENSATION   (DEFICIT)     (DEFICIT)
                                   ------    -------   -------------   ------------   ---------   -------------
<S>                                <C>       <C>       <C>             <C>            <C>         <C>
Balance, September 30, 1998......  $13,608    $ 533        $  --         $    --      $   (684)     $ 13,457
Issuance of 867,001 shares common
  stock..........................   11,968       --           --              --            --        11,968
Issuance of 84,658 stock
  awards.........................    1,120       --           --          (1,120)           --            --
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
Issuance of 11,243 stock
  awards.........................      103       --           --            (103)           --            --
Stock award amortization.........                                             36                          36
Option amortization..............       --       22           --              --            --            22
Net loss.........................       --       --           --              --          (185)         (185)
Comprehensive income:
  Unrealized gain on securities
     Available for sale, net of
     tax.........................       --       --          198              --            --           198
                                                                                                    --------
     Total comprehensive
       income....................                                                                         13
                                   -------    -----        -----         -------      --------      --------
Balance, December 31, 1999.......  $26,799    $ 641        $(106)        $(1,102)     $    (93)     $ 26,139
Issuance of 44,138 stock
  awards.........................      336       --           --            (336)           --            --
Issuance of 66,005 shares of
  Common stock for BAC earnout...      503       --           --              --            --           503
Cancellation of 10,178 stock
  awards.........................     (150)      --           --             150            --            --
Stock award amortization.........       --       --           --             146            --           146
Option amortization..............       --       86           --              --            --            86
Net loss.........................       --       --           --              --       (16,255)      (16,255)
Comprehensive income:
  Unrealized gain on securities
     available for sale, net of
     tax.........................       --       --          221              --            --           221
                                                                                                    --------
     Total comprehensive loss....                                                                    (16,034)
                                   -------    -----        -----         -------      --------      --------
Balance, December 31, 2000.......  $27,488    $ 727        $ 115         $(1,142)     $(16,348)     $ 10,840
Cancellation of 96,693 stock
  awards.........................   (1,010)      --           --            1010            --            --
Stock award amortization.........       --       --           --             132            --           132
Cancellation of stock options....       --     (270)          --              --            --          (270)
Recapitalization costs...........       --     (135)          --              --            --          (135)
Net loss.........................       --       --           --              --       (19,694)      (19,694)
Comprehensive income:
  Reclassification adjustment....       --       --         (115)             --            --          (115)
                                                                                                    --------
     Total comprehensive loss....                                                                    (20,082)
                                   -------    -----        -----         -------      --------      --------
Balance, December 31, 2001.......  $26,478    $ 322        $  --         $    --      $(36,042)     $ (9,242)
                                   =======    =====        =====         =======      ========      ========
</Table>

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

                                        9
<PAGE>

                     BINGHAM FINANCIAL SERVICES CORPORATION
                      CONSOLIDATED STATEMENT OF CASHFLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                        YEAR ENDED         THREE MONTHS
                                                       DECEMBER 31,           ENDED        YEAR ENDED
                                                   ---------------------   DECEMBER 31,   SEPTEMBER 30,
                                                     2001        2000          1999           1999
                                                     ----        ----      ------------   -------------
<S>                                                <C>         <C>         <C>            <C>
Cash flows from operating activities:
  Net income (loss)..............................  $ (19,694)  $ (16,255)   $    (185)      $     776
  Adjustments to reconcile net income (loss) to
     net Cash provided by operating activities:
     Provision for unrealized hedge loss.........         --          --           --          (2,400)
     Unrealized loss on interest rate swaps......         --       1,300           --              --
     Provision for credit losses and recourse
       liability.................................      8,595       7,671          362             653
     Impairment of residual interest.............      9,523          --           --              --
     Depreciation and amortization...............      2,103       3,600        1,637           1,135
     Provision for deferred taxes................      1,245      (8,374)         (84)            914
     Originations of loans held for sale.........   (222,410)   (207,171)    (126,789)       (144,344)
     Principal collections on loans held for
       sale......................................     16,339      19,363        1,709           3,256
     Proceeds from sale of loans held for sale...    166,730     223,128      100,888         113,494
     Loss (gain) on sale of investment
       securities................................       (254)         --           35              (3)
     Gain on sale and securitization of loans....     (5,186)        (27)      (1,603)         (1,999)
     Increase in retained interest...............     (9,523)         --           --              --
     Increase in other assets....................     (2,330)    (13,374)      (3,366)         (6,234)
     Increase (decrease) in other liabilities....     (8,402)      5,835        7,028           3,860
                                                   ---------   ---------    ---------       ---------
       Net cash provided by (used in) operating
          activities.............................    (63,264)     15,696      (20,368)        (30,892)
                                                   ---------   ---------    ---------       ---------
Cash flows from investing activities:
     Purchase of Hartger & Willard...............         --          --           --          (1,900)
     Purchase of Origen Inc......................         --          --       (4,001)             --
     Purchase of investment securities...........         --          --           --          (1,529)
     Proceeds from the sale of investment
       securities................................      1,782          --           24             369
     Proceeds from the sale of the assets of
       Bloomfield Acceptance and Bloomfield
       Servicing.................................      9,609          --           --              --
     Capital expenditures........................       (520)       (911)         (98)           (485)
                                                   ---------   ---------    ---------       ---------
       Net cash provided by (used in) investing
          activities.............................     10,871        (911)      (4,075)         (3,545)
                                                   ---------   ---------    ---------       ---------
Cash flows from financing activities:
     Proceeds from issuance of common stock......         --          --           --          11,968
     Proceeds from recapitalization of Origen
       Inc. .....................................     40,000          --           --              --
     Proceeds from advances under repurchase
       agreements................................    158,926     154,041      102,876          98,990
     Repayment of advances under repurchase
       agreements................................   (120,617)   (167,254)     (91,434)        (86,855)
     Proceeds from advances on note payable......    321,009     252,664      100,364         109,164
     Repayment of note payable...................   (350,006)   (250,715)     (88,093)       (100,079)
                                                   ---------   ---------    ---------       ---------
       Net cash provided by (used in) financing
          activities.............................     49,312     (11,264)      23,713          33,188
                                                   ---------   ---------    ---------       ---------
Net change in cash and cash equivalents..........     (3,081)      3,521         (730)         (1,249)
Cash and cash equivalents, beginning of period...      3,521          --          730           1,979
                                                   ---------   ---------    ---------       ---------
Cash and cash equivalents, end of period.........  $     440   $   3,521    $      --       $     730
                                                   =========   =========    =========       =========
Supplemental disclosures of cash flow
  information:
  Interest paid..................................  $   8,086   $  13,875    $   2,828       $   6,785
  Federal income taxes paid......................  $      --   $      --    $      --       $     420
</Table>

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

                                        10
<PAGE>

                     BINGHAM FINANCIAL SERVICES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF OPERATIONS: The Company's principal operations involve
origination, underwriting, securitization or sale, and servicing of manufactured
home loans.

     The Company's manufactured home loans are made through its subsidiaries,
Origen Inc. and Origen LLC, primarily to finance the purchase of manufactured
homes. These loans are generally conventionally amortizing loans that range in
amount from $10,000 to $100,000 and have terms of seven to 30 years. The Company
also provides warranty and disability insurance through one of its subsidiaries.
Manufactured home loan servicing is also performed by Origen Inc. and Origen
LLC.

     The Company's commercial real estate mortgage loans were made through its
subsidiary, Bloomfield Acceptance Company, L.L.C. ("Bloomfield Acceptance").
Commercial real estate loan servicing was performed by Bloomfield Servicing
Company, L.L.C. ("Bloomfield Servicing"), a subsidiary of the Company. On June
13, 2001 the Company sold certain of the assets of both Bloomfield Acceptance
and Bloomfield Servicing to Wells Fargo Bank, National Association and Wells
Fargo & Company and ceased originating and servicing commercial mortgage loans.

     The Company generally sells, securitizes or places the manufactured home
loans it originates with institutional investors and retains the rights to
service loans sold on behalf of those 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.

     Although the Company retains only a 20% interest in Origen LLC, as
disclosed in Note B, no change in control of the management and operations of
the Company's manufactured home loan operations has occurred for accounting
purposes and the financial position and results of operations of Origen LLC are
presented on a consolidated basis in the accompanying financial statements.

     REVENUE RECOGNITION: Interest and origination fee revenue from loans
receivable is recognized using the interest method. Certain loan origination
costs on loans receivable are deferred and amortized using the interest method
over the term of the related loans as a reduction of interest income on loans.
The accrual of interest on loans receivable is discontinued at the time a loan
is determined to be impaired. Servicing fees are recognized when earned.

     The Company periodically sells loans either as whole loans or through
securitizations. Estimated gains or losses from such sales or securitizations
are recognized in the period in which the sale or securitization occurs. In
determining the gain or loss on each qualifying sale of loans receivable, the
Company's investment in each loan pool is allocated between the portion sold and
any retained interests based on their relative fair values at the date of sale.
The retained interests include interest-only strips, restricted cash held by
securitization trusts, recourse liabilities and servicing rights.

     CHANGE IN FISCAL YEAR END: On February 4, 2000 the Company changed its
fiscal year end from a twelve month period ending September 30 to a twelve month
period ending December 31. The consolidated statements of operations and cash
flows are presented for the years ended December 31, 2001 and December 31, 2000,
the three months ended December 31, 1999, and the year ended September 30, 1999.

     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,
including significant estimates regarding allowances for loan losses, recourse
liabilities and deferred tax asset realization. Actual results could differ from
those estimates.

                                        11
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     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 loans serviced for others which is held in trust for subsequent
payment to the owners of those loans.

     LOANS RECEIVABLE: Loans receivable consist of manufactured home loans and
floor plan loans. Manufactured home loans are primarily conventional fixed rate
loans under contracts collateralized by the borrowers' manufactured homes. All
loans receivable are held for sale and are carried at the lower of aggregate
cost or fair value. Loans receivable include accrued interest and are presented
net of deferred loan origination costs and an allowance for estimated loan
losses.

     DERIVATIVE FINANCIAL INSTRUMENTS: The Company has periodically used
derivative instruments, including forward sales of U.S. Treasury securities,
U.S. Treasury rate locks and forward interest rate swaps to mitigate interest
rate risk related to its loans receivable and anticipated sales or
securitizations. Prior to January 1, 2001 deferral (hedge) accounting was
applied if a derivative financial instrument reduced the risk of the underlying
hedged item, was designated at inception as a hedge and was expected to be
effective as a hedge. Effective January 1, 2001 the Company adopted the
provisions of Statement of Financial Accounting No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). Under SFAS 133, all
derivative instruments are recorded on the balance sheet at fair value and
changes in fair value will be recorded in current earnings or other
comprehensive income, depending on whether a derivative instrument qualifies for
hedge accounting and, if so, whether the hedge transaction represents a fair
value or cash flow hedge.

     Hedges are measured for effectiveness both at inception and on an ongoing
basis, and hedge accounting is terminated if a derivative instrument ceases to
be effective as a hedge or its designation as a hedge is terminated. In the
event of termination of a hedge, any gains or losses during the period that a
derivative instrument qualified as a hedge are recognized as a component of the
hedged item and subsequent gains or losses are recognized in earnings.
Derivative financial instruments that do not qualify for hedge accounting are
carried at fair value and changes in fair value are recognized currently in
earnings.

     There were no derivative instruments designated as hedges at January 1,
2001 and the adoption of SFAS 133 had no effect on the Company's financial
position or results of operations.

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

     SERVICING RIGHTS: The Company accounts for loan servicing rights related to
originated and sold loans by recognizing a separate servicing asset or
liability. These servicing assets or liabilities are determined by allocating
the carrying amount of the loans sold between the loan and the servicing rights
based on the relative fair values of each at the date of sale. The fair value of
servicing rights is based on discounted cash flows incorporating estimated
servicing fees and costs as well as ancillary servicing revenue and projected
prepayment rates. The Company capitalized approximately $1.4 million, $1.5
million, $7.6 million and $2.0 million, respectively, of loan servicing rights
for the years ended December 31, 2001 and 2000, the three months ended December
31, 1999, and the year ended September 30, 1999, respectively.

                                        12
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The carrying amount of loan servicing rights is assessed for impairment
each quarter by comparison to fair value and a valuation allowance is
established in the event the carrying amount exceeds the fair value. Fair value
is estimated based on the present value of expected future cash flows and
periodically by independent appraisal. There was no valuation allowance
recognized at December 31, 2001 or 2000. The estimated fair value of loan
servicing rights was approximately $9.7 million at December 31, 2001.

     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 90
days past due as the collection of these loans is considered doubtful.

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

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

     OTHER ASSETS: Other assets is comprised of prepaid expenses, deferred
financing costs, goodwill and other miscellaneous receivables. Prepaid expenses
are amortized over the expected service period. Deferred financing costs are
capitalized and amortized over the life of the corresponding obligation.

     LOAN SALE PROCEEDS RECEIVABLE: The loan sale proceeds receivable relates to
the sale of approximately $114.4 million principal balance of manufactured home
loans. The loans were sold with recourse and with a deferred proceeds component
equal to 1.5% of the outstanding principal balance at the time of sale. Bingham
receives on a monthly basis .125% (an annual rate of 1.5% divided by 12) of the
outstanding principal balance of eligible loans (loans on which a payment was
received from the obligor during the month). The deferred loan sale proceeds
receivable is assessed for impairment on a periodic basis based on the fair
value of the receivable calculated on a discounted basis.

     LOANS SOLD UNDER AGREEMENTS TO REPURCHASE: The Company enters into loan
sales 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.

     RECOURSE LIABILITY: The Company periodically sells manufactured home loans
on a whole-loan basis. At the time of such loan sales, recourse liabilities are
recognized pursuant to future obligations based on the underlying provisions of
the respective sale agreements. The liability is computed based on estimated
obligations under recourse provisions on a discounted basis. The obligations are
provided for in the recourse liability and transferred to the allowance for
credit losses at the time of repurchase. The loan purchasers have no recourse to
our other assets for failure of debtors to pay when due.

     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. Deferred tax assets or liabilities are recognized for temporary
differences between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements and net operating loss
carryforwards. Deferred tax assets and liabilities are measured using currently
enacted tax rates. A valuation allowance is established if, based on the insight
of available evidence, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.

     PER SHARE DATA: Basic earnings per share are computed by dividing net
income (loss) available to common shareholders by the weighted average common
shares outstanding. At December 31, 2001, 2000,

                                        13
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1999 and September 30, 1999 there were approximately 0, 911,000, 921,000 and
868,000 potential shares of common stock from stock options and warrants
outstanding.

     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:

<Table>
<Caption>
                                                YEAR ENDED DECEMBER 31,                 THREE MONTHS
                                       ------------------------------------------           ENDED               YEAR ENDED
                                              2001                   2000             DECEMBER 31, 1999     SEPTEMBER 30, 1999
                                       -------------------    -------------------    -------------------    -------------------
                                                 EARNINGS               EARNINGS               EARNINGS               EARNINGS
                                                  (LOSS)                 (LOSS)                 (LOSS)                 (LOSS)
                                       SHARES    PER SHARE    SHARES    PER SHARE    SHARES    PER SHARE    SHARES    PER SHARE
                                       ------    ---------    ------    ---------    ------    ---------    ------    ---------
                                                                        (SHARES IN THOUSANDS)
<S>                                    <C>       <C>          <C>       <C>          <C>       <C>          <C>       <C>
Basic earnings (loss) per share
  before
  Cumulative effect of change in
    accounting principle...........    2,580      $(7.63)     2,626      $(6.19)     2,540      $ 0.15      1,966      $ 0.39
  Cumulative effect of change in
    accounting principle...........       --          --         --          --         --       (0.22)        --          --
Net dilutive effect of:
  Options..........................       --          --         --          --         --          --         22          --
  Warrants.........................       --          --         --          --         --          --        158       (0.03)
                                       -----      ------      -----      ------      -----      ------      -----      ------
Diluted loss per share.............    2,580      $(7.63)     2,626      $(6.19)     2,540      $(0.07)     2,146      $ 0.36
                                       =====      ======      =====      ======      =====      ======      =====      ======
</Table>

     SECURITIES: Marketable securities are classified as available for sale.
Securities classified as available for sale are carried at market value with a
corresponding market value adjustment carried as a separate component of
stockholders' on a net of tax basis. At December 31, 2001 and 2000 securities
consisted of a single equity security with a carrying amount of $1,300 and $1.7
million, respectively which are included in other assets. The adjusted cost of
the securities would be used to compute realized gains or losses if the
securities are sold.

     CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE: 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 had deferred organizational costs related to
the formation of its manufactured home lending subsidiary and the filing of its
application to become a unitary thrift holding company and for the formation of
a federally charted savings bank. In the period ended December 31, 1999 the
Company expensed approximately $563,000 net of federal income tax benefit of
previously capitalized organizational costs.

     RECENT ACCOUNTING PRONOUNCEMENTS: During July 2001, Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS
142") was issued. The statement provides the accounting and reporting standards
for goodwill. SFAS 142 will not impact the Company's financial position or
results of operations because the Company had no goodwill on its balance sheet
at December 31, 2001.

B. RECAPITALIZATION

     In July 2001, the Company entered into an investment agreement with three
investors -- SUI TRS, Inc., Shiffman Family LLC and Woodward Holding
LLC -- under which the Company agreed to recapitalize its remaining operating
subsidiaries. Certain of the Company's officers and directors are affiliated
with SUI TRS and Shiffman Family LLC.

                                        14
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Under the investment agreement and a merger agreement entered into on
December 18, 2001, SUI TRS, Shiffman Family LLC and Woodward Holding made
capital contributions totaling $40 million in Origen LLC. The Company will merge
Origen Inc. and its other wholly-owned operating subsidiaries into Origen LLC.
The mergers will be completed when Origen LLC and its subsidiaries obtain all
material licenses and permits they need to continue to operate the Company's
business. Notwithstanding the actual date of the mergers, the parties have
agreed that the merger will be treated as effective as of January 1, 2002. It is
expected that the mergers will occur in the second quarter of 2002. Pending the
mergers, each of Origen Inc. and Origen LLC is conducting that portion of its
business which it is licensed to do. After the mergers, Origen LLC and its
subsidiaries, as the surviving entities of the mergers, will conduct all of the
Company's business in the same manner as it has been conducted in the past.

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

     After the mergers, the Company's primary asset will be its interest in
Origen LLC. The company will also retain a loan receivable of approximately $2.5
million related to the sale of MHFC in March 2000. The proceeds from the
receivable will be used to fund the Company's operating expenses, such as
expenses associated with SEC reporting compliance and legal and accounting fees.

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

C. ACQUISITIONS

     On July 1, 1999 pursuant to a Reorganization Agreement dated as of June 30,
1999 the Company acquired all of the issued and outstanding stock of Hartger and
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 foreclosed
on the pledged shares in full payment of the principal amount of the loan. The
effect of this transaction is that the Company 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 was being
amortized on a straight-line method over 20 years. Hartger & Willard was sold in
2001 (see Note N).
                                        15
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<Table>
<S>                                                             <C>
Fair value of assets acquired...............................    $ 1,642
Goodwill....................................................        262
Cash paid in consideration and expenses of company
  acquired..................................................     (1,900)
                                                                -------
Liabilities assumed.........................................    $     4
                                                                =======
</Table>

     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
                                                                 ------------------
                                                                (IN THOUSANDS, EXCEPT
                                                                 EARNINGS PER SHARE)
<S>                                                             <C>
Revenues....................................................           $16,933
Income (loss) before income taxes...........................             1,158
Net income (loss)...........................................               733
Basic earnings (loss) per share.............................              0.37
Diluted earnings (loss) per share...........................              0.34
</Table>

     In December 1999, the Company completed the acquisition of Origen Inc. from
Dynex Holding, Inc., a subsidiary of Dynex Capital, Inc. ("DCI"). The Company
acquired certain manufactured home loans from Origen Inc. all of the issued and
outstanding stock of Origen Inc. and all of the rights to DCI's manufactured
home lending business for approximately $4.0 million in cash funded by
borrowings on the Company's demand lines of credit. Origen Inc. specializes in
lending to buyers of manufactured homes and has corporate and regional offices
in four states. In addition Origen Inc. provides servicing for manufactured home
and land/home loans.

     The Origen Inc. acquisition was accounted for using the purchase method.
The consideration and acquisition costs for the Origen Inc. acquisition were
allocated to the acquired assets and assumed liabilities, resulting in an excess
of fair value of the acquired net assets over the purchase price of
approximately $3.2 million, which was recognized as a reduction in the amount
allocated to purchased loan servicing rights. During the quarter ended March 31,
2000, Bingham revised its initial estimates of the fair value of the assets
acquired, specifically the manufactured home loan portfolio associated with the
transaction, effectively reducing the excess of fair value of acquired net
assets by $2.0 million. Accordingly, the Company recognized the revised estimate
by retroactively adjusting the purchase price allocation with an increase to the
amount previously allocated to purchased loan servicing rights.

     In connection with the Origen Inc. acquisition, Bingham recognized accrued
liabilities of $5.0 million related to its plans to close certain of Origen
Inc.'s regional and district offices and terminate or relocate certain of its
employees.

     During the year ended December 31, 2000, there were approximately $2.5
million of costs paid related to the accrued acquisition liabilities. Such costs
consisted of $1.4 million for severance payments and personnel costs and $1.1 in
costs connected with closed locations incurred subsequent to the cessation of
operations.

     As of December 31, 2000, Bingham revised its estimate of the costs to
implement its plan and as a result, made an adjustment to the purchase price
allocation. The change in estimate resulted in an increase of $2.3 million in
the fair value of the net assets acquired. Bingham recognized this increase as
an adjustment to the amount previously allocated to purchased loan servicing
rights.

                                        16
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes pro forma unaudited results of operations
for the Origen Inc. acquisition as if it had occurred at the beginning of each
period presented:

<Table>
<Caption>
                                                                THREE MONTHS
                                                                   ENDED            YEAR ENDED
                                                                DECEMBER 31,       SEPTEMBER 30,
                                                                    1999               1999
                                                                ------------       -------------
                                                                     (IN THOUSANDS, EXCEPT
                                                                      EARNINGS PER SHARE)
<S>                                                             <C>                <C>
Revenues....................................................      $ 9,114             $36,047
Income (loss) before cumulative effect of change in
  accounting principle......................................       (2,141)              1,236
Cumulative effect of change in accounting principle, net of
  tax.......................................................         (563)                 --
Net income (loss)...........................................       (2,704)              1,236
Basic earnings (loss) per share.............................      $ (1.06)            $  0.63
Diluted earnings (loss) per share...........................        (1.06)               0.58
</Table>

     In the year ended December 31, 2000 the Company attempted a merger with
Franklin Bank, N.A. which was unsuccessful. Costs incurred totaled $2.1 million
all of which were charged to operations in the fourth quarter of 2000 when the
merger attempt was terminated.

D. LOANS RECEIVABLE

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

<Table>
<Caption>
                                                                   DECEMBER 31,
                                                                -------------------
                                                                  2001       2000
                                                                  ----       ----
                                                                  (IN THOUSANDS)
<S>                                                             <C>         <C>
Manufactured home loans.....................................    $128,208    $95,234
Commercial loans............................................          --      3,547
Floor plan loans............................................       1,094      1,731
Accrued interest receivable.................................         903        794
Deferred fees...............................................      (1,850)      (869)
Deferred hedge loss.........................................          --        364
Allowance for loan loss.....................................      (1,764)    (2,168)
                                                                --------    -------
                                                                $126,591    $98,633
                                                                ========    =======
</Table>

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

<Table>
<Caption>
                                                                       MANUFACTURED HOME
                                                   ---------------------------------------------------------
                                                    YEAR ENDED DECEMBER        THREE MONTHS
                                                            31,                   ENDED         YEAR ENDED
                                                   ----------------------      DECEMBER 31,    SEPTEMBER 30,
                                                     2001          2000            1999            1999
                                                     ----          ----        ------------    -------------
                                                                    (DOLLARS IN THOUSANDS)
<S>                                                <C>           <C>           <C>             <C>
Principal balance loans receivable, net........    $128,208      $ 95,234        $ 75,321        $ 64,501
Number of loans receivable.....................       3,117         2,304           1,907           2,190
Average loan balance...........................    $     41      $     41        $     38        $     29
Weighted average loan yield....................       10.85%        11.75%          10.90%          11.33%
Weighted average initial term..................    26 years      26 years        25 years        22 years
</Table>

                                        17
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                                     COMMERCIAL MORTGAGE
                                                  ---------------------------------------------------------
                                                                              THREE MONTHS
                                                  YEAR ENDED DECEMBER 31,        ENDED         YEAR ENDED
                                                  ------------------------    DECEMBER 31,    SEPTEMBER 30,
                                                  2001             2000           1999            1999
                                                  ----             ----       ------------    -------------
                                                                   (DOLLARS IN THOUSANDS)
<S>                                               <C>           <C>           <C>             <C>
Principal balance loans receivable, net.......    $ --          $   3,547      $  65,930        $  53,157
Number of loans receivable....................      --                  2             27               20
Average loan balance..........................    $ --          $   1,773      $   2,442        $   2,645
Weighted average loan yield...................      --                8.7%           9.8%             8.5%
Weighted average initial term.................      --          6.9 years      6.5 years        5.8 years
</Table>

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

<Table>
<Caption>
                                                                        MANUFACTURED HOME
                                                            ------------------------------------------
                                                                           DECEMBER 31,
                                                            ------------------------------------------
                                                                   2001                   2000
                                                            -------------------    -------------------
                                                            PRINCIPAL      %       PRINCIPAL      %
                                                            ---------      -       ---------      -
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                         <C>          <C>       <C>          <C>
Texas...................................................    $ 30,581      23.9%     $23,338      24.5%
Georgia.................................................      11,322       8.8%       7,587       8.0%
Alabama.................................................       9,900       7.7%       4,768       5.0%
Mississippi.............................................       7,980       6.2%       4,052       4.3%
Florida.................................................       7,356       5.8%       4,013       4.2%
Michigan................................................       7,093       5.5%       6,446       6.7%
South Carolina..........................................       5,530       4.3%       4,084       4.3%
Other...................................................      48,446      37.8%      40,946      43.0%
                                                            --------     ------     -------     ------
       Total............................................    $128,208     100.0%     $95,234     100.0%
                                                            ========     ======     =======     ======
</Table>

<Table>
<Caption>
                                                                   COMMERCIAL MORTGAGE DECEMBER 31,
                                                               ----------------------------------------
                                                                             DECEMBER 31,
                                                               ----------------------------------------
                                                                      2001                  2000
                                                               ------------------    ------------------
                                                               PRINCIPAL      %      PRINCIPAL      %
                                                               ---------      -      ---------      -
                                                                        (DOLLARS IN THOUSANDS)
<S>                                                            <C>          <C>      <C>          <C>
Michigan...................................................    $     --        --     $   --         --
Indiana....................................................          --        --         --         --
Arizona....................................................          --        --      2,466       69.5%
Texas......................................................          --        --         --         --
Florida....................................................          --        --      1,081       30.5%
California.................................................          --        --         --         --
Other......................................................          --        --         --         --
                                                               --------     -----     ------      -----
       Total...............................................    $     --        --%    $3,547      100.0%
                                                               ========     =====     ======      =====
</Table>

     The manufactured home contracts are collateralized by manufactured homes
which range in age from 1973 to 2002, with approximately 90.1% of the
manufactured homes built since 1999.

                                        18
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<Table>
<Caption>
                                                                           DECEMBER 31,
                                                         ------------------------------------------------
                                                                  2001                      2000
                                                         ----------------------    ----------------------
                        TERM                             NUMBER OF    PRINCIPAL    NUMBER OF    PRINCIPAL
                       (YEARS)                             LOANS       BALANCE       LOANS       BALANCE
                       -------                           ---------    ---------    ---------    ---------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                      <C>          <C>          <C>          <C>
5 or less............................................          2      $     22           3       $    24
6-10.................................................        142         2,683          90         1,727
11-12................................................         15           410           8           155
13-15................................................        243         7,211         144         3,853
16-20................................................        811        27,711         265         7,908
21-25................................................        269         9,747         345        11,720
26-30................................................       1635        80,424        1449        69,847
                                                           -----      --------       -----       -------
       Total.........................................      3,117      $128,208       2,304       $95,234
                                                           =====      ========       =====       =======
</Table>

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

<Table>
<Caption>
                                                                       DECEMBER 31,
                                              ---------------------------------------------------------------
                                                           2001                             2000
                                              ------------------------------   ------------------------------
                                              NO. OF   PRINCIPAL     % OF      NO. OF   PRINCIPAL     % OF
                                              LOANS     BALANCE    PORTFOLIO   LOANS     BALANCE    PORTFOLIO
                                              ------   ---------   ---------   ------   ---------   ---------
                                                                  (DOLLARS IN THOUSANDS)
<S>                                           <C>      <C>         <C>         <C>      <C>         <C>
Days delinquent
31-60.......................................    71      $3,346       2.6%        24      $  944       1.0%
61-90.......................................    18         791       0.6%        19         811       0.9%
Greater than 90.............................    57       2,608       2.0%        83       3,352       3.5%
</Table>

E. ALLOWANCE FOR CREDIT LOSSES

     The allowance for credit losses and related additions and deductions to the
allowance for the years ended December 31, 2001 and 2000, the period ended
December 31, 1999 and the year ended September 30, 1999 were as follows:

<Table>
<Caption>
                                                      YEAR ENDED        THREE MONTHS
                                                     DECEMBER 31,          ENDED        YEAR ENDED
                                                  -------------------   DECEMBER 31,   SEPTEMBER 30,
                                                    2001       2000         1999           1999
                                                    ----       ----     ------------   -------------
                                                                    (IN THOUSANDS)
<S>                                               <C>        <C>        <C>            <C>
Balance at beginning of period..................  $  2,168   $    274      $ 258          $   185
Provision for loan losses.......................     3,528      7,671        362              653
Transfers from recourse liability...............     6,070         77         --               --
Gross chargeoffs................................   (17,822)   (10,261)      (698)          (1,060)
Recoveries......................................     7,820      4,407        352              480
                                                  --------   --------      -----          -------
  Balance at end of year........................  $  1,764   $  2,168      $ 274          $   258
                                                  ========   ========      =====          =======
</Table>

                                        19
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

F. MORTGAGE SERVICING RIGHTS

     Changes in servicing rights are summarized as follows:

<Table>
<Caption>
                                                       YEAR ENDED       THREE MONTHS
                                                      DECEMBER 31,         ENDED        YEAR ENDED
                                                    -----------------   DECEMBER 31,   SEPTEMBER 30,
                                                     2001      2000         1999           1999
                                                     ----      ----     ------------   -------------
                                                                     (IN THOUSANDS)
<S>                                                 <C>       <C>       <C>            <C>
Balance at beginning of period....................  $ 9,143   $ 9,736      $2,120         $  156
Purchased servicing rights........................       --        --       6,846          1,376
Purchase price adjustments........................       --       424          --             --
Loans sold and securitized........................    1,132     1,112         825            735
Amortization......................................   (1,279)   (2,129)        (55)           (94)
Sale of servicing rights..........................   (2,141)       --          --            (53)
                                                    -------   -------      ------         ------
  Balance at end of period........................  $ 6,855   $ 9,143      $9,736         $2,120
                                                    =======   =======      ======         ======
</Table>

     Bloomfield Servicing serviced commercial real estate loans that Bloomfield
Acceptance originated as well as commercial real estate loans on behalf of 29
institutional investors. The principal balance of commercial real estate loans
serviced totaled approximately $1.2 billion. In June 2001 the Company sold the
servicing rights to its commercial loan portfolio serviced for others with a
carrying amount of approximately $2.1 million, to Wells Fargo Bank and Wells
Fargo & Company as part of the sale of certain of the assets of its commercial
loan origination and servicing operations.

     Origen Inc. and Origen LLC service 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 securitized or sold with the servicing rights
retained. The principal balances of manufactured home loans serviced totaled
approximately $1.2 billion at December 31, 2001, $1.1 billion at December 31,
2000 and $1.0 billion at December 31, 1999.

G. PROPERTY AND EQUIPMENT

     Property and equipment are summarized as follows:

<Table>
<Caption>
                                                                       DECEMBER 31,
                                                                --------------------------
                                                                 2001      2000      1999
                                                                 ----      ----      ----
                                                                      (IN THOUSANDS)
<S>                                                             <C>       <C>       <C>
Cost:
  Furniture and fixtures....................................    $1,694    $2,191    $2,197
  Leasehold improvements....................................       179       213        46
  Capitalized Software......................................       255       493       322
  Computer equipment........................................     3,137     3,071       643
                                                                ------    ------    ------
                                                                 5,265     5,968     3,208
Less accumulated depreciation...............................     3,464     3,414       179
                                                                ------    ------    ------
     Total..................................................    $1,801    $2,554    $3,029
                                                                ======    ======    ======
</Table>

     Depreciation expense was approximately $910,000 for the year ended December
31, 2001, $987,000 for the year ended December 31, 2000, $288,000 for the three
months ended December 31, 1999 and $105,970 for the year ended September 30,
1999.

                                        20
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

H. RESIDUAL INTEREST IN LOANS SOLD AND SECURITIZED

     On March 27, 2001 Bingham completed its first securitization of
manufactured home loans through a consolidated special purpose subsidiary of
Origen Inc. The Company sold manufactured home loans it originated and purchased
to a trust for cash and the trust sold asset-backed bonds secured by the loans
to investors. The Company records certain assets and income based upon the
difference between all principal and interest received from the loans sold and
the following factors (i) all principal and interest required to be passed
through to the asset-backed bond investors, (ii) all excess contractual
servicing fees, (iii) other recurring fees and (iv) an estimate of losses on
loans. At the time of the securitization the Company estimates these amounts
based upon a declining principal balance of the underlying loans, adjusted by an
estimated prepayment and loss rate, and capitalizes these amounts using a
discount rate that market participants would use for similar financial
instruments. These capitalized assets are recorded as retained interests. The
Company believes the assumptions it has used are appropriate and reasonable.

     The Company retained the right to service the loans it securitized. Fees
for servicing the loans are based on a contractual percentage of 1.00% per annum
of the unpaid principal balance of the associated loans. The Company has
recognized a servicing asset in addition to its gain on sale of loans. The
servicing asset is calculated as the present value of the expected future net
servicing income in excess of adequate compensation for a substitute servicer,
based on common industry assumptions and the Company's historical experience.
These factors include default and prepayment speeds. The servicing asset
recorded on the completed securitization represents a 25 basis point strip of
net servicing cash flows.

     Key assumptions used in measuring the retained interest at December 31,
2001 are as follows:

<Table>
<S>                                                             <C>       <C>
Prepayment Speed                                                150.00%   MHP
Weighted average life (months)                                      317
Discount rate                                                    15.00%
Expected credit losses                                           17.28%
</Table>

     The Company assesses the carrying value of its retained interest on a
monthly basis. During the fourth quarter of 2001 the pool of securitized loans
has experienced defaults and losses in excess of the Company's expectations and
it has been concluded that such defaults are likely to be higher than expected
in future periods as well. Initially the Company estimated total life time
defaults as a percentage of initial pool balance to be 19.81% and net lifetime
losses to be 10.32%. Based on the actual performance of the loans through
December 31, 2001 it is now estimated that lifetime defaults will be 29.63% and
estimated net losses will be 17.28%. The increased defaults and losses are due
in part to the economic downturn that began in the third quarter of 2001, was
made worse by the events of September 11 and has continued into 2002, and to
some aggressive underwriting practices and credit decisions at the time the
loans were originated. As a result of the changes in valuation assumptions in
the retained interest, the Company has recognized an impairment of approximately
$9.5 million.

I. DEBT

     Through December 18, 2001, the Company had three separate financing
facilities with Sun Communities Operating Limited Partnership: a $4.0 million
subordinated term loan, a $10.0 million subordinated demand line of credit a
$50.0 million subordinated demand line of credit. As of December 18, 2001 there
was $51.3 million outstanding in the aggregate under these loans.

     On December 18, 2001, in connection with the recapitalization, the Company
received capital contributions totaling $40 million which was used to repay a
substantial portion of the Company's debt to Sun Communities Operating Limited
Partnership.

                                        21
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The remaining balance of the debt to Sun Communities Operating Limited
Partnership (approximately $11.4 million) was restructured into a $21.25 million
line of credit extended by Sun Communities Operating Limited Partnership to
Origen Inc. and Origen LLC, as co-borrowers. The line of credit will terminate
on December 18, 2002 and the outstanding balance bears interest at a rate of
LIBOR plus 700 basis points, with a minimum interest rate of 11% and a maximum
interest rate of 15%. The line of credit is collateralized by a security
interest in substantially all of each borrower's assets. Sun Communities
Operating Limited Partnership and Woodward Holding, a member of Origen LLC, have
entered into a participation agreement under which Sun Communities Operating
Limited Partnership will loan up to approximately 59% of the borrowing limit (or
$12.5 million) and Woodward Holding will loan up to approximately 41% of the
borrowing limit (or $8.75 million) under the line of credit. Sun Communities
Operating Limited Partnership and Woodward Holding jointly administer the line
of credit. Bingham has guaranteed the obligations of the borrowers under the
line of credit and has granted the lenders a security interest in substantially
all of its assets as security for the guaranty.

     In accordance with the original subordinated debt facility provided by Sun
Communities Operating Limited Partnership, we issued detachable warrants to Sun
covering 400,000 shares of common stock at a price of $10.00 per warrant share.
The detachable warrants had a term of seven years and could have been exercised
at any time after the fourth anniversary of the issuance. Upon the restructuring
of the subordinated loan agreement, the detachable warrants were canceled. None
of the detachable warrants had been exercised prior to the time they were
canceled.

     In March 2000, Origen Inc. and Bloomfield Acceptance entered into an
amended and restated repurchase arrangement with Lehman Commercial Paper, Inc.
Under this agreement, Origen Inc. was able to transfer loans from time to time
to Lehman against the transfer of funds from Lehman. In June 2001 this agreement
was terminated and the aggregate amount advanced by Lehman was repaid in full.
At December 31, 2000, the amounts advanced by Lehman was $67.3 million.

     In April 2000, Bloomfield Acceptance and Bloomfield Servicing entered into
a warehousing credit agreement with Residential Funding Corporation. Under the
credit agreement, Bloomfield Acceptance and Bloomfield Servicing could borrow up
to $25.0 million to fund the acquisition and origination of FNMA loans, FHLMC
loans, bridge mortgage loans and similar mortgage loans. In June 2001, the
agreement was terminated. At the time the agreement was terminated Bloomfield
Acceptance and Bloomfield Servicing had no advances outstanding under the
agreement. At December 31, 2000, there were no advances outstanding under this
agreement.

     Bingham and Origen Inc. are borrowers under a revolving credit facility
with Standard Federal Bank (as successor to Michigan National Bank). Under this
facility, Bingham and Origen Inc. may borrow up to $10.0 million. Interest at a
rate of 30-day LIBOR plus a spread is payable on the outstanding balance. The
outstanding principal balance on this credit facility as of December 31, 2001
and 2000 was approximately $6.3 million and $6.8 million, respectively. To
secure the loan from Standard Federal Bank, Origen Inc. and Bingham have granted
Standard Federal Bank a security interest in their rights under three servicing
agreements under which Origen Inc. services manufactured home loans. This
facility will terminate on June 30, 2002. Based on discussions with Standard
Federal Bank and other lenders, the Company expects this facility to be extended
or replaced at the end of its current term.

     In December 2001, Credit Suisse First Boston Mortgage Capital and Origen
LLC, through its special purpose subsidiary Origen Special Holdings, LLC entered
into a master repurchase agreement to replace the prior master repurchase
agreement between Credit Suisse First Boston and Origen Special Holdings
Corporation, a special purpose subsidiary of Origen Inc. The aggregate amount
advanced under the prior facility was transferred to the new facility. Under the
new agreement, Origen LLC contributes manufactured home loans it originates or
purchases to Origen Special Holdings, LLC. Origen Special Holdings, LLC then
transfers the manufactured home loans to Credit Suisse First Boston against the
transfer of funds from Credit
                                        22
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Suisse First Boston and Origen Special Holdings, LLC transfers the funds to
Origen LLC for operations. Bingham guaranteed the obligations of Origen Special
Holdings, LLC under this agreement. The maximum financing limit on the facility
is $150.0 million. The annual interest rate on the facility is a variable rate
equal to LIBOR plus a spread. The loans are financed on the facility at varying
advance rates on the lesser of the then current face value or market value of
the loans. The advance rates depend on the characteristics of the loans
financed. The facility will terminate on May 28, 2002, but may be terminated
earlier upon an event of default under the master repurchase agreement. At
December 31, 2001, the aggregate amount advanced by Credit Suisse First Boston
under the facility was $105.6 million.

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

<Table>
<Caption>
                                                                    DECEMBER 31,
                                                                --------------------
                                                                  2001        2000
                                                                  ----        ----
                                                                   (IN THOUSANDS)
<S>                                                             <C>         <C>
Loans sold under agreements to repurchase...................    $105,564    $ 67,256
Revolving credit facility...................................       6,250       6,848
Demand loans................................................          --      35,849
Term loan, net of discount..................................      11,185       3,664
                                                                --------    --------
                                                                $122,999    $113,617
                                                                ========    ========
</Table>

J. DEALER AGREEMENT

     As of September 30, 1997 the Company entered into a preferred dealer
agreement with Sun Communities. Pursuant to the agreement, stock options were
granted to Sun that would have vested if, and only if, Sun was a party to and in
compliance with the terms of the agreement on the vesting date and on December
31 of the immediately preceding year. The options would have vested in eight
equal annual amounts, each consisting of 41,250 options, on January 31, 2001
through 2008. The options could have been exercised at any time after vesting
until expiration ten years after the date of vesting. Each option vesting
January 31, 2001 to 2003 would have entitled 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 would have entitled the holder to purchase one share of
common stock for $12. Each option vesting on January 31, 2007 and 2008 would
have entitled the holder to purchase one share of common stock for $14. The
preferred dealer agreement was terminated as of December 18, 2001 in connection
with the Company's recapitalization. Accordingly all options related to the
preferred dealer agreement were canceled. None of the options vested under the
agreement had been exercised.

     The Company had recognized 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".
Service costs were amortized based on the vesting periods of the options. All
previously recognized service costs, approximately $270,000, were derecognized
in the year ended December 31, 2001.

K. STOCK OPTION PLAN

     The Company's stock option plan has 247,632 shares of common stock reserved
for issuance. Under the plan, 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. As of December 31, 2001 all options
that had been issued under the plan were terminated.

                                        23
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company has adopted the disclosure requirements of SFAS 123.
Accordingly, the fair value of each option granted in 2000 and 1999 was
estimated using the Black-Scholes option pricing model based on the assumptions
stated below:

<Table>
<Caption>
                                                                DECEMBER 31,
                                                              -----------------
                                                              2000        1999
                                                              ----        ----
<S>                                                           <C>         <C>
Estimated weighted average fair value per share of options
  granted...................................................  $4.21       $4.40
Assumptions:
  Annualized dividend yield.................................     --%         --%
  Common stock price volatility.............................  55.84%      55.62%
  Weighted average risk free rate of return.................   6.82%       6.53%
  Weighted average expected option term (in years)..........    6.0         6.0
</Table>

     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 were 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. No options were granted in the year ended December
31, 2001.

<Table>
<Caption>
                                                                               THREE MONTHS
                                                  YEAR ENDED DECEMBER 31,          ENDED        YEAR ENDED
                                                 --------------------------    DECEMBER 31,    SEPTEMBER 30,
                                                    2001            2000           1999            1999
                                                 ----------      ----------    -------------   -------------
                                                  (IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<S>                                              <C>             <C>           <C>             <C>
Net income (loss) as reported..................   $(19,694)       $(16,255)       $ (185)          $ 776
Stock option compensation cost.................       (606)            185            50             228
                                                  --------        --------        ------           -----
  Pro forma net income (loss)..................   $(19,088)       $(16,440)       $ (235)          $ 548
                                                  ========        ========        ======           =====
Basic income (loss) per share as reported......   $  (7.63)       $  (6.19)       $(0.07)          $0.39
Stock option compensation cost.................      (0.23)           0.07          0.02            0.12
                                                  --------        --------        ------           -----
  Pro forma earnings (loss) per share..........   $  (7.40)       $  (6.26)       $(0.09)          $0.27
                                                  ========        ========        ======           =====
Diluted earnings (loss) per share as
  reported.....................................   $  (7.63)       $  (6.19)       $(0.07)          $0.36
Stock option compensation cost.................      (0.23)           0.07          0.02            0.11
                                                  --------        --------        ------           -----
  Pro forma fully diluted earnings (loss) per
     share.....................................   $  (7.40)       $  (6.26)       $(0.09)          $0.25
                                                  ========        ========        ======           =====
</Table>

                                        24
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following tables set forth changes in options outstanding:

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31,
                                                        --------------------------------------------
                                                                2001                    2000
                                                        ---------------------   --------------------
                                                                    WEIGHTED               WEIGHTED
                                                         AMOUNT    AVG. PRICE   AMOUNT    AVG. PRICE
                                                         ------    ----------   ------    ----------
<S>                                                     <C>        <C>          <C>       <C>
Shares under option:
  Outstanding at beginning of year....................   181,350     $9.34      191,068     $10.14
  Granted.............................................        --        --       35,000       7.00
  Forfeited/canceled..................................  (181,350)     9.34      (44,718)     11.04
  Exercised...........................................        --        --           --         --
                                                        --------     -----      -------     ------
  Outstanding at end of year..........................        --     $  --      181,350     $ 9.34
                                                        ========     =====      =======     ======
  Exercisable at end of year..........................        --        --       90,359     $10.03
                                                        ========     =====      =======     ======
</Table>

<Table>
<Caption>
                                                          THREE MONTHS ENDED         YEAR ENDED
                                                             DECEMBER 31,          SEPTEMBER 30,
                                                         --------------------   --------------------
                                                                 1999                   1999
                                                         --------------------   --------------------
                                                                    WEIGHTED               WEIGHTED
                                                         AMOUNT    AVG. PRICE   AMOUNT    AVG. PRICE
                                                         ------    ----------   ------    ----------
<S>                                                      <C>       <C>          <C>       <C>
Shares under option:
  Outstanding at beginning of year.....................  137,818     $11.15     109,900     $10.65
  Granted..............................................   53,250       7.54      29,250      13.19
  Forfeited/canceled...................................       --         --      (1,832)     12.25
  Exercised............................................       --         --          --         --
                                                         -------     ------     -------     ------
  Outstanding at end of year...........................  191,068     $10.14     187,818     $10.14
                                                         =======     ======     =======     ======
  Exercisable at end of year...........................   98,309     $10.36      65,917     $10.36
                                                         =======     ======     =======     ======
</Table>

     The following table sets forth details of options outstanding at December
31, 2000.

<Table>
<Caption>
                                     DECEMBER 31, 2000
-------------------------------------------------------------------------------------------
            OPTIONS OUTSTANDING                            OPTIONS EXERCISABLE
--------------------------------------------   --------------------------------------------
                                WEIGHTED                                       WEIGHTED
                                AVERAGE                                        AVERAGE
   RANGE OF                    REMAINING          RANGE OF                    REMAINING
EXERCISE PRICES   NUMBER    CONTRACTUAL LIFE   EXERCISE PRICES   NUMBER    CONTRACTUAL LIFE
---------------   ------    ----------------   ---------------   ------    ----------------
<S>               <C>       <C>                <C>               <C>       <C>
 $        7.00     35,000      9.35 Years       $          --        --               --
          7.25     40,000      8.97 Years                7.25    13,333       8.97 Years
          7.75      8,250      8.96 Years                7.75     2,749       8.96 Years
          9.75      1,500      8.67 Years                9.75       500       8.67 Years
         10.00     60,500      6.94 Years               10.00    58,833       6.89 Years
         11.00      3,250      8.61 Years               11.00     1,083       8.61 Years
         12.50      1,250      7.81 Years               12.50     1,250       7.81 Years
         13.00     18,750      7.09 Years               13.00     8,331       6.99 Years
         13.50      7,100      8.48 Years               13.50     2,364       8.48 Years
         14.50      5,750      8.28 Years               14.50     1,916       8.28 Years
 -------------    -------      ----------       -------------    ------       ----------
 $7.00 - 14.50    181,350      8.69 Years       $7.25 - 14.50    90,359       7.38 Years
 =============    =======      ==========       =============    ======       ==========
</Table>

     There were no options outstanding at December 31, 2001.

                                        25
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

L. FEDERAL INCOME TAXES

     Federal income tax expense consisted of the following:

<Table>
<Caption>
                                                        YEAR ENDED      THREE MONTHS
                                                       DECEMBER 31,        ENDED        YEAR ENDED
                                                       ------------     DECEMBER 31,   SEPTEMBER 30,
                                                      2001     2000         1999           1999
                                                      ----     ----     ------------   -------------
                                                                     (IN THOUSANDS)
<S>                                                  <C>      <C>       <C>            <C>
Current tax provision..............................  $   --   $    --       $ (8)          $(473)
Deferred tax provision (benefit)...................   1,245    (8,374)       (84)            914
                                                     ------   -------       ----           -----
  Federal income tax expense (benefit).............  $1,245   $(8,374)      $(92)          $ 441
                                                     ======   =======       ====           =====
</Table>

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

<Table>
<Caption>
                                                       YEAR ENDED      THREE MONTHS
                                                      DECEMBER 31,        ENDED        YEAR ENDED
                                                    ----------------   DECEMBER 31,   SEPTEMBER 30,
                                                    2001       2000        1999           1999
                                                    ----       ----    ------------   -------------
<S>                                                 <C>        <C>     <C>            <C>
Statutory tax rate................................  34.00%     34.00%     34.00%          34.00%
Effect of:
  Nondeductible expenses..........................     --         --         --            2.22
  Other...........................................  (1.96)        --         --              --
  Change in valuation allowance...................  (38.9)        --         --              --
                                                    -----      -----      -----           -----
Effective tax rate................................  (6.86)%    34.00%     34.00%          36.22%
                                                    =====      =====      =====           =====
</Table>

     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's net
deferred tax asset has increased to $14.8 million at December 31, 2001, compared
to $8.4 million at December 31, 2000. The Company recognized a valuation
allowance on its net deferred tax asset at December 31, 2001, taking into
consideration changes in economic conditions, the recapitalization and
restructuring that occurred in December 2001, projections of future taxable
income and available tax planning strategies. Significant components of the
Company's deferred tax assets and liabilities are as follows:

<Table>
<Caption>
                                                         YEAR ENDED           THREE
                                                        DECEMBER 31,       MONTHS ENDED     YEAR ENDED
                                                     ------------------    DECEMBER 31,    SEPTEMBER 30,
                                                      2001       2000          1999            1999
                                                      ----       ----      ------------    -------------
                                                                       (IN THOUSANDS)
<S>                                                  <C>        <C>        <C>             <C>
Deferred Tax Assets:
  Option amortization............................    $   121    $    91       $   62           $ 55
  Reserve for loan losses........................      1,557      1,081          285            230
  Recourse liability.............................      3,341      3,294          128             --
  Net operating loss carryforward................     12,782      7,210           --             --
  Other items, net...............................      1,124      1,170          591            273
                                                     -------    -------       ------           ----
     Total deferred tax assets...................     18,925     12,846        1,066            558
  Less: valuation allowance......................     (7,665)        --           --             --
Deferred Tax Liabilities:
  Net deferral required by SFAS 91...............        584        403          281            169
  Deferred closing costs.........................         79         59          167            148
  Restructuring charges..........................        915        844           --             --
</Table>

                                        26
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
                                                         YEAR ENDED           THREE
                                                        DECEMBER 31,       MONTHS ENDED     YEAR ENDED
                                                     ------------------    DECEMBER 31,    SEPTEMBER 30,
                                                      2001       2000          1999            1999
                                                      ----       ----      ------------    -------------
                                                                       (IN THOUSANDS)
<S>                                                  <C>        <C>        <C>             <C>
  Loan sale proceeds receivable..................      1,946      2,245           --             --
  Gain on sale of MSR required by SFAS 125.......        736        849          546            253
                                                     -------    -------       ------           ----
     Total deferred tax liabilities..............      4,260      4,400          994            570
                                                     -------    -------       ------           ----
Total net deferred tax assets (liabilities)......    $ 7,000    $ 8,446       $   72           $(12)
                                                     =======    =======       ======           ====
</Table>

M. 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 per
share, 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,
Inc. 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 years ended December 31, 2001 and 2000, the three months ended
December 31, 1999, and the year ended September 30, 1999 the Company awarded 0
restricted shares, 44,138 restricted shares, 11,243 restricted shares and 84,658
restricted shares, respectively, to executive officers and senior management
that vest over three years. In the years ended December 31, 2001 and 2000,
96,693 and 10,178 of previously issued restricted shares, respectively, were
canceled.

     Upon completion of the Company's recapitalization plan, 17,739 of unvested
restricted shares issued to executive officers and senior management became
immediately vested. As of December 31, 2001, 140,039 restricted stock awards had
been issued; 33,168 have vested and 106,871 have been canceled. The compensation
cost for the restricted shares was amortized over the respective vesting
periods.

N. DISPOSITION OF ASSETS

     On June 13, 2001, Bingham sold certain of the assets of its commercial
mortgage financing and servicing subsidiaries and other related assets to Wells
Fargo Bank, National Association and Wells Fargo & Company for cash
consideration of approximately $9.6 million. The assets sold consisted of
commercial loans receivable with a carrying amount of approximately $3.5
million, mortgage servicing rights with a carrying amount of approximately $2.1
million and furniture and equipment with carrying amounts of approximately
$303,000. The pre-tax gain on the sale of assets of approximately $1.4 million
is net of the write-off of $1.3 million in goodwill related to the purchase of
the commercial mortgage operations and approximately $1.1 million in costs
related to the transaction.

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

O. COMMITMENTS AND CONTINGENCIES

     LEASE COMMITMENTS: At December 31, 2001 aggregate minimum rental
commitments under noncancelable leases having terms of more than one year were
$1.2 million payable (2002), $593,000 (2003), $370,000 (2004) and $58,000
(2005). Total rental expense for the years ended December 31, 2001 and 2000, the
three months ended December 31, 1999 and the year ended September 30, 1999 was
$1.3 million, $1.2 million,

                                        27
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$251,000 and $420,000, 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 December 31, 2001 and 2000, the Company had
commitments to originate manufactured home installment contracts approximating
$24.2 million and $48.6 million, respectively. Commercial mortgage loan
commitments totaled $0 and $90.5 million at December 31, 2001 and 2000,
respectively.

P. FINANCIAL INSTRUMENTS AND OFF-BALANCE SHEET ACTIVITY

     FINANCIAL INSTRUMENTS: As part of its interest rate risk management
strategy, the Company has in the past attempted to hedge the interest rate risk
on its loan portfolio by entering into Treasury rate locks and forward interest
rate swaps. The Company has classified these transactions as hedges on specific
classes of loan receivables. Any gross unrealized gains or losses on these hedge
positions were an adjustment to the basis of the mortgage loan portfolio and
were used in the lower of cost or market valuation to establish a valuation
allowance as shown in Note D. As of December 31, 2001 the Company had no
outstanding hedge positions.

     The following table identifies the gross unrealized gains and losses of the
hedge positions as of December 31, 2001, December 31, 2000 and December 31,
1999:

<Table>
<Caption>
                                                                                              THREE MONTHS
                                                             YEAR ENDED DECEMBER 31,             ENDED           YEAR ENDED
                                                         --------------------------------     DECEMBER 31,     SEPTEMBER 30,
                                                              2001              2000              1999              1999
                                                         --------------    --------------    --------------    --------------
                                                             GROSS             GROSS             GROSS             GROSS
                                                           UNREALIZED        UNREALIZED        UNREALIZED        UNREALIZED
     HEDGE TYPE            REFERENCE RATE/TREASURY       GAINS (LOSSES)    GAINS (LOSSES)    GAINS (LOSSES)    GAINS (LOSSES)
     ----------            -----------------------       --------------    --------------    --------------    --------------
                                                                                    (IN THOUSANDS)
<S>                    <C>                               <C>               <C>               <C>               <C>
Interest Rate Swap...  10 Year Swap                            $--             $(364)             $609             $(146)
Treasury Lock........  U.S. Treasury 4.750% -- 11/08           --                 --                --               126
Treasury Lock........  U.S. Treasury 5.625% -- 5/08            --                 --                --               115
Treasury Lock........  U.S. Treasury 5.500% -- 5/09            --                 --                --                 6
Treasury Lock........  10 Year Treasury                        --                 --                --                 2
</Table>

     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 such value. In cases where quoted market
prices are not available, fair values are based on estimates using present value
or other valuation techniques.

                                        28
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

<Table>
<Caption>
                                                                          DECEMBER 31,
                                                         ----------------------------------------------
                                                                 2001                     2000
                                                         ---------------------    ---------------------
                                                                     ESTIMATED                ESTIMATED
                                                         CARRYING      FAIR       CARRYING      FAIR
                                                          AMOUNT       VALUE       AMOUNT       VALUE
                                                         --------    ---------    --------    ---------
                                                                         (IN THOUSANDS)
<S>                                                      <C>         <C>          <C>         <C>
Assets
  Cash and equivalents...............................    $    440    $    440     $ 3,521     $  3,521
  Restricted cash....................................       1,739       1,739       1,628        1,628
  Loans receivable...................................     126,591     128,477      98,633      105,416
  Loan sale proceeds receivable......................       5,723       5,723       6,603        6,603
  Other..............................................       9,540       9,540       9,102        9,102
Liabilities
  Accounts payable and accrued expenses..............       5,709       5,709      14,111       14,111
  Recourse liability.................................       7,860       7,860       9,313        9,313
  Interest rate swap.................................          --          --       2,640        2,640
  Advances under repurchase..........................     105,564     105,564      67,256       67,256
  Subordinated debt..................................          --          --       3,664        3,664
  Note payable.......................................      17,435      17,435      42,697       42,697
</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.

     Fair value of the Company's loan sale proceeds receivable approximates its
carrying value. The fair value is based on a discounted cash flow analysis with
prepayment assumptions based on historical performance and industry standards.

     The fair value of the Company's recourse liability approximates its
carrying value. The fair value is based on a discounted cash flow analysis with
prepayment assumptions based on historical performance and industry standards.

     Fair value of loan commitments valued on the basis of fees currently
charged for commitments for similar loan terms to new borrowers with similar
credit profiles is not considered material.

     The fair value of the Company's fixed rate subordinated debt at December
31, 2000 was based on quoted market prices for debt with similar terms and
remaining maturities. The fair value of the variable rate debt is based on its
carrying amount.

                                        29
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Q. 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>
YEAR ENDED DECEMBER 31, 2001:
Interest income........................................    $ 3,384    $   795    $ 2,194    $  3,120
Interest expense.......................................      2,914      1,224      1,717       2,020
Net income (loss)......................................        865       (755)    (2,959)    (16,845)
Diluted income (loss) per share........................        .33      (0.29)     (1.16)      (6.62)
YEAR ENDED DECEMBER 31, 2000:
Interest income........................................    $ 4,118    $ 4,650    $ 3,296    $  2,529
Interest expense.......................................      3,538      4,232      3,267       3,165
Net loss...............................................     (2,897)    (2,506)    (2,859)     (7,993)
Diluted loss per share.................................      (1.12)     (0.95)     (1.08)      (3.03)
YEAR ENDED SEPTEMBER 30, 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 income (loss) per share........................       0.43       0.26       0.13       (0.30)
THREE MONTHS ENDED DECEMBER 31, 1999:
Interest income........................................    $    --    $    --    $    --    $  4,069
Interest expense.......................................         --         --         --       2,832
Net loss...............................................         --         --         --        (185)
Diluted loss per share.................................         --         --         --       (0.07)
</Table>

R. SUBSEQUENT EVENTS

     In March 2002, the Company completed a securitization of manufactured home
loans with principal balances totaling approximately $135.0 million. These loans
will serve as collateral for bonds issued by Origen Manufactured Housing Trust
2002-A. The securitization is expected to qualify as a sale of loans for
accounting purposes and the Company expects to recognize a gain on the
transaction of approximately $2.5 million. The Company received proceeds of
approximately $128.6 million at closing which were used to reduce amounts
outstanding under the Company's credit facilities.

                                        30
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth all compensation paid to our Chief Executive
Officer and our four highest paid other executive officers whose remuneration
from Bingham exceeded $100,000 during the last three fiscal years (the "Named
Executive Officers"). Effective February 4, 2000, Bingham changed its fiscal
year end from September 30 to December 31. The information in the following
tables is presented for the fiscal year ended September 30, 1999, the three
months ended December 31, 1999 (the "Stub Period"), the fiscal year ended
December 31, 2000, and the fiscal year ended December 31, 2001.

                           SUMMARY COMPENSATION TABLE


<Table>
<Caption>
                                                                          LONG-TERM COMPENSATION
                                                                        --------------------------
                                              ANNUAL COMPENSATION       RESTRICTED        SHARES
                                              --------------------        STOCK         UNDERLYING       ALL OTHER
NAME AND PRINCIPAL POSITION    FISCAL YEAR     SALARY      BONUS          AWARDS        OPTIONS(#)      COMPENSATION
---------------------------    -----------     ------      -----        ----------      ----------      ------------
<S>                            <C>            <C>         <C>           <C>             <C>             <C>
Ronald A. Klein,                 9/30/1999    $105,000    $ 50,000       $145,000(1)       5,000(2)            --
  President and Chief          Stub Period      37,500      50,000             --         30,000(2)            --
  Executive Officer             12/31/2000     250,000     150,000             --             --               --
                                12/31/2001     275,000      50,000             --             --               --
Daniel E. Bober,(3)              9/30/1999     155,625     150,000(4)          --             --          $25,000(5)
  Vice President               Stub Period      65,846          --             --             --           25,000(5)
                                12/31/2000     165,375     105,882             --             --           25,000(5)
                                12/31/2001      79,587     167,647             --             --           10,416(5)
Creighton J. Weber,(6)           9/30/1999     155,625     150,000(7)          --             --           25,000(8)
  Vice President               Stub Period      65,846          --             --             --           25,000(8)
                                12/31/2000     165,375     105,882             --             --           25,000(8)
                                12/31/2001      79,587     257,866             --             --           10,416(8)
W. Anderson Geater, Jr.,         9/30/1999          --          --             --             --               --
  Chief Financial Officer      Stub Period          --          --             --             --               --
                                12/31/2000     106,250      50,000             --         10,000(9)            --
                                12/31/2001     165,000     175,000             --             --               --
J. Peter Scherer,                9/30/1999          --          --             --             --               --
Chief Operating Officer        Stub Period      31,250       1,442        100,000(10)      2,500(11)           --
                                12/31/2000     131,250      55,000             --         10,000(11)           --
                                12/31/2001     160,000     150,000             --             --               --
</Table>


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

 (1) On April 14, 1999, Bingham granted Mr. Klein 10,000 shares of restricted
     stock of which 5% vested on April 14 of each of 2000 and 2001 and 25% vests
     on April 14 of each of 2002 and 2003 and the balance vests on April 14,
     2004. As of December 31, 2001, the value of these restricted shares (as
     determined in accordance with the rules promulgated by the SEC) was
     $15,000. If dividends on Bingham's common stock are paid, Mr. Klein has the
     right to receive any dividends paid on these restricted shares.

 (2) These options were terminated as of December 31, 2001.

 (3) Mr. Bober resigned as a director and executive officer of Bingham as of
     June 13, 2001.

 (4) Mr. Bober earned this bonus for services rendered to Bingham for the period
     from March of 1998 through March of 1999. This bonus was paid in 17 equal
     monthly installments beginning September 1, 1999.

 (5) Represents contribution to an annuity plan of Mr. Bober's choice.

                                        31
<PAGE>
                     BINGHAM FINANCIAL SERVICES CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 (6) Mr. Weber resigned as a director and executive officer of Bingham as of
     June 13, 2001.

 (7) Mr. Weber earned this bonus for services rendered to Bingham for the period
     from March of 1998 through March of 1999. This bonus was paid in 17 equal
     monthly installments beginning September 1, 1999.

 (8) Represents contribution to an annuity plan of Mr. Weber's choice.

 (9) These options were terminated as of December 31, 2001.


(10) On October 1, 1999, Bingham granted Mr. Scherer 9,709 shares of restricted
     stock of which 5% vested on October 1 of each of 2000 and 2001 and 25%
     vests on October 1 of each of 2002 and 2003 and the balance vests on
     October 1, 2004. As of December 31, 2001, the value of these restricted
     shares (as determined in accordance with the rules promulgated by the SEC)
     was $14,564. If dividends on Bingham's common stock are paid, Mr. Scherer
     has the right to receive any dividends paid on these restricted shares.


(11) These options were terminated as of December 31, 2001.

STOCK OPTIONS

     All stock options held by Named Executive Officers were terminated as of
December 31, 2001.

DIRECTOR COMPENSATION

     Directors who are not employees of Bingham are entitled to an annual
retainer fee of $12,000, payable $3,000 per calendar quarter. Each of Mark A.
Gordon, Brian M. Hermelin and Robert H. Orley earned directors' fees of $12,000
for services during the fiscal year ended December 31, 2001. Although Arthur A.
Weiss earned director's fees of the same amount for services during that period,
he declined such fees.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Since December 13, 2000, the members of the Compensation Committee of our
board of directors have been Messrs. Hermelin, Weiss and Orley. Mr. Weiss' law
firm provided services to Bingham in fiscal year ended December 31, 2001. Please
see "Certain Relationships and Related Party Transactions".

EMPLOYMENT AGREEMENTS

     We have entered into an employment agreement with Ronald A. Klein under
which Mr. Klein serves as Bingham's Chief Executive Officer and President. Mr.
Klein's employment agreement is for an initial term of three years ending
December 31, 2002. The term is automatically renewed for successive one year
periods unless either party terminates the agreement. Mr. Klein's annual base
salary in the first, second and third year of the agreement is $250,000,
$275,000 and $300,000, respectively. After the third year, the base salary will
be increased by 5% or more per year as determined by our board. Mr. Klein will
be paid an annual bonus under the terms of an executive bonus plan to be agreed
upon by us and Mr. Klein. The agreement provides for a cash payment of up to
2.99 times Mr. Klein's base salary if there is a change in control of Bingham.
Mr. Klein's employment agreement precludes him for the term of the agreement
plus 18 months, from diverting business from Bingham or its subsidiaries or
inducing anyone to leave the employment of Bingham or its subsidiaries.


     In connection with the recapitalization of Bingham, Mr. Klein and the
Company have been in negotiations regarding his employment agreement. No
definitive agreement has been signed.


                                        32
<PAGE>

                                   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: May 7, 2002

                                          BINGHAM FINANCIAL SERVICES
                                          CORPORATION

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

                                          By: /s/ W. ANDERSON GEATER, JR.
                                            ------------------------------------
                                            W. Anderson Geater, Jr.
                                            Chief Financial Officer
                                            (Principal Financial Officer and
                                            Principal Accounting Officer)

                                        33
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
  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
           among 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      Agreement dated May 8, 2001 among Bingham Financial Services
           Corporation, Bloomfield Acceptance Company, L.L.C.,
           Bloomfield Servicing Company, L.L.C., Hartger & Willard
           Mortgage Associates, Inc., Wells Fargo Bank, National
           Association, and Wells Fargo & Company. (Incorporated by
           reference to Exhibit 2.1 to Bingham's Current Report on Form
           8-K filed May 25, 2001.)
  2.5      Amendment No. 1 to Agreement dated June 13, 2001 among
           Bingham Financial Services Corporation, Bloomfield
           Acceptance Company, L.L.C., Bloomfield Servicing Company,
           L.L.C., Hartger & Willard Mortgage Associates, Inc., Wells
           Fargo Bank, National Association, and Wells Fargo & Company.
           (Incorporated by reference to Exhibit 2.2 to Bingham's
           Current Report on Form 8-K filed June 26, 2001)
  2.6      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)
  2.7      Merger Agreement dated December 17, 2001 among Bingham
           Financial Services Corporation, Origen Financial, Inc.,
           Origen Manufactured Home Financial, Inc., Dynex Insurance
           Agency, Inc., Origen Financial L.L.C., Origen Manufactured
           Home Financial, L.L.C. and Origen Insurance Agency, L.L.C.
           (Previously filed with Form 10-K on April 1, 2002)
  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 (Incorporated
           by reference to Exhibit 4.2 to Bingham's Annual Report on
           Form 10-K dated December 29, 1999)
  4.3      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)
  4.4      Bingham Financial Services Corporation Third Amended and
           Restated 1997 Stock Option Plan (Incorporated by reference
           to Exhibit 4.1 to Bingham's Quarterly Report on Form 10-Q
           dated August 14, 2001)
 10.1      Participants Support Agreement between Bingham 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)
</Table>

                                        34
<PAGE>

<Table>
<Caption>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
 10.2      Amendment to Participants Support Agreement between Bingham
           Financial Services Corporation and Sun Communities Operating
           Limited Partnership, dated as of April 1, 1999 (Incorporated
           by reference to Exhibit 10.2 to Bingham's Annual Report on
           Form 10-K dated December 29, 1999)
 10.3      Administration Agreement 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      Security Agreement dated December 13, 1999 between Bingham
           and Sun Communities Operating Limited Partnership
           (Incorporated by reference to Exhibit 10.3 to Bingham's
           Quarterly Report on Form 10-Q dated August 14, 2000)
 10.6      Amended and Restated Security Agreement dated as of December
           13, 1999 between Sun Communities Operating Limited
           Partnership and Bingham (Incorporated by reference to
           Exhibit 10.14 to Sun Communities, Inc.'s Registration
           Statement on Form S-3 dated January 31, 2001; File No.
           333-54718)
 10.7      Amendment to Amended and Restated Security Agreement dated
           as of October 20, 2000 between Sun Communities Operating
           Limited Partnership and Bingham (Incorporated by reference
           to Exhibit 10.20 to Sun Communities, Inc.'s Registration
           Statement on Form S-3 dated January 31, 2001; File No.
           333-54718)
 10.8      Supplemental Agreement Regarding Assignment of Notes, Loan
           Agreements and Security Agreements as Collateral Security
           between Sun Communities Operating Limited Partnership and
           Bingham effective as of December 13, 1999 and December 17,
           1999 (Incorporated by reference to Exhibit 10.16 to Sun
           Communities, Inc.'s Registration Statement on Form S-3 dated
           January 31, 2001; File No. 333-54718)
 10.9      Supplemental Agreement Regarding Assignment of Note, Loan
           Agreement and Security Agreement as Collateral Security
           between Sun Communities Operating Limited Partnership and
           Bingham effective as of December 13, 1999 (Incorporated by
           reference to Exhibit 10.22 to Bingham's Annual Report on
           Form 10-K for the year ended December 31, 2000)
 10.10     Supplemental Agreement Regarding Assignment of Note, Loan
           Agreement and Security Agreement as Collateral Security
           between Sun Communities Operating Limited Partnership and
           Bingham effective as of December 13, 1999 (Incorporated by
           reference to Exhibit 10.23 to Bingham's Annual Report on
           Form 10-K for the year ended December 31, 2000)
 10.11     Supplemental Agreement Regarding Assignment of Note and
           Security Agreement as Collateral Security between Sun
           Communities Operating Limited Partnership and Bingham
           effective as of March 16, 2000 (Incorporated by reference to
           Exhibit 10.18 to Sun Communities, Inc.'s Registration
           Statement on Form S-3 dated January 31, 2001; File No.
           333-54718)
 10.12     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)
 10.13     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)
 10.14     Secured Promissory Note dated March 31, 2000 executed by
           Bingham and Dynex Financial, Inc. 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)
 10.15     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)
 10.16     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)
</Table>

                                        35
<PAGE>

<Table>
<Caption>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
 10.17     Membership Pledge Agreement dated December 13, 1999 between
           Sun Communities Operating Limited Partnership and Bingham
           (Incorporated by reference to Exhibit 10.13 to Sun
           Communities, Inc.'s Registration Statement on Form S-3 dated
           January 31, 2001; File No. 333-54718)
 10.18     Stock Pledge Agreement dated December 13, 1999 between Sun
           Communities Operating Limited Partnership and Bingham
           (Incorporated by reference to Exhibit 10.15 to Sun
           Communities, Inc.'s Registration Statement on Form S-3 dated
           January 31, 2001; File No. 333-54718)
 10.19     Stock Pledge Agreement dated October 20, 2000 between Sun
           Communities Operating Limited Partnership and Bingham
           (Incorporated by reference to Exhibit 10.19 to Sun
           Communities, Inc.'s Registration Statement on Form S-3 dated
           January 31, 2001; File No. 333-54718)
 10.20     Pooling and Servicing Agreement dated as of February 1, 2001
           among Lehman ABS Corporation, Origen Financial, Inc.,
           Vanderbilt Mortgage and Finance, Inc. and LaSalle Bank
           National Association (Incorporated by reference to Exhibit
           4.1 to Lehman ABS Corporation's Current Report on Form 8-K
           filed April 12, 2001)
 10.21     Manufactured Housing Contract Purchase Agreement dated as of
           February 1, 2001 among Lehman ABS Corporation, Origen
           Financial, Inc., and Bingham Financial Services Corporation
           (Incorporated by reference to Exhibit 10.1 to Lehman ABS
           Corporation's Current Report on Form 8-K filed April 12,
           2001)
 10.22     Investment Agreement dated July 20, 2001 among Bingham,
           Woodward Holding, LLC, SUI TRS, Inc. and Shiffman Family LLC
           (Incorporated by reference to Exhibit 10.59 to Sun
           Communities, Inc.'s Annual Report on Form 10-K for the year
           ended December 31, 2001)
 10.23     Amendment to Investment Agreement dated August 13, 2001
           among Bingham, Woodward Holding, LLC, SUI TRS, Inc. and
           Shiffman Family LLC (Incorporated by reference to Exhibit
           10.59 to Sun Communities, Inc.'s Annual Report on Form 10-K
           for the year ended December 31, 2001)
 10.24     Limited Liability Company Agreement of Origen Financial
           L.L.C. dated December 18, 2001 among Bingham, Woodward
           Holding, LLC, SUI TRS, Inc., and Shiffman Family LLC
           (Incorporated by reference to Exhibit 10.60 to Sun
           Communities, Inc.'s Annual Report on Form 10-K for the year
           ended December 31, 2001)
 10.25     Amended and Restated Subordinated Loan Agreement dated
           February 1, 2002 among Origen Financial, Inc., Origen
           Financial, L.L.C. and Sun Communities Operating Limited
           Partnership (Incorporated by reference to Exhibit 10.51 to
           Sun Communities, Inc.'s Annual Report on Form 10-K for the
           year ended December 31, 2001)
 10.26     First Amendment to Amended and Restated Subordinated Loan
           Agreement dated March 22, 2002 among Origen Financial, Inc.,
           Origen Financial, L.L.C. and Sun Communities Operating
           Limited Partnership (Incorporated by reference to Exhibit
           10.51 to Sun Communities, Inc.'s Annual Report on Form 10-K
           for the year ended December 31, 2001)
 10.27     Third Amended and Restated Promissory Note dated March 22,
           2002 executed by Origen Financial, Inc. and Origen
           Financial, L.L.C. in favor of Sun Communities Operating
           Limited Partnership (Incorporated by reference to Exhibit
           10.52 to Sun Communities, Inc.'s Annual Report on Form 10-K
           for the year ended December 31, 2001)
 10.28     Amended and Restated Security Agreement dated February 1,
           2002 between Origen Financial, Inc. and Sun Communities
           Operating Limited Partnership (Incorporated by reference to
           Exhibit 10.53 to Sun Communities, Inc.'s Annual Report on
           Form 10-K for the year ended December 31, 2001)
 10.29     Amended and Restated Stock Pledge Agreement dated February
           1, 2002 between Origen Financial, Inc. and Sun Communities
           Operating Limited Partnership (Incorporated by reference to
           Exhibit 10.54 to Sun Communities, Inc.'s Annual Report on
           Form 10-K for the year ended December 31, 2001)
</Table>

                                        36
<PAGE>

<Table>
<Caption>
EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
<C>        <S>
 10.30     Amended and Restated Limited Liability Company Interest
           Security and Pledge Agreement dated February 1, 2002 between
           Origen Financial, Inc. and Sun Communities Operating Limited
           Partnership (Incorporated by reference to Exhibit 10.55 to
           Sun Communities, Inc.'s Annual Report on Form 10-K for the
           year ended December 31, 2001)
 10.31     Security Agreement dated February 1, 2002 between Origen
           Financial, L.L.C. and Sun Communities Operating Limited
           Partnership (Incorporated by reference to Exhibit 10.56 to
           Sun Communities, Inc.'s Annual Report on Form 10-K for the
           year ended December 31, 2001)
 10.32     Limited Liability Company Interest Security and Pledge
           Agreement dated February 1, 2002 between Origen Financial,
           L.L.C. and Sun Communities Operating Limited Partnership
           (Incorporated by reference to Exhibit 10.57 to Sun
           Communities, Inc.'s Annual Report on Form 10-K for the year
           ended December 31, 2001)
 10.33     Amended and Restated Guaranty made February 1, 2002 by
           Bingham in favor of Sun Communities Operating Limited
           Partnership (Incorporated by reference to Exhibit 10.58 to
           Sun Communities, Inc.'s Annual Report on Form 10-K for the
           year ended December 31, 2001)
 10.34     Participation Agreement dated February 28, 2002 between Sun
           Communities Operating Limited Partnership and Woodward
           Holding, LLC (Incorporated by reference to Exhibit 10.61 to
           Sun Communities, Inc.'s Annual Report on Form 10-K for the
           year ended December 31, 2001)
 10.35     Master Repurchase Agreement dated December 18, 2001 between
           Credit Suisse First Boston Mortgage Capital LLC and Origen
           Special Purpose, L.L.C. (Previously filed with Form 10-K on
           April 1, 2002)
 10.36     Annex I to Master Repurchase Agreement dated December 18,
           2001 between Credit Suisse First Boston Mortgage Capital LLC
           and Origen Special Purpose, L.L.C. (Previously filed with
           Form 10-K on April 1, 2002)
 10.37     Guaranty dated December 18, 2001 made by Bingham Financial
           Services Corporation in favor of Credit Suisse First Boston
           Mortgage Capital LLC (Previously filed with Form 10-K on
           April 1, 2002)
 21        List of Subsidiaries (Previously filed with Form 10-K on
           April 1, 2002)
 24        Power of Attorney (contained on the signature page to this
           Annual Report on Form 10-K)
</Table>

                                        37