Use these links to rapidly review the documentCARDINAL FINANCIAL CORPORATION INDEX TO FORM 10-QSB

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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

Commission
File No. 0-24557

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

Virginia

54-1874630(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)


10555 Main Street, Suite 500, Fairfax, Virginia, 22030(Address of principal executive offices)

Issuer's
telephone number including area code: (703) 934-9200

Indicate
by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months    Yes ý    No o

On
August 7, 2002, there were 10,044,345 shares of Cardinal Financial Corporation Common Stock, par value $1.00 per share, outstanding.

Transitional
Small Business Disclosure
Format:    Yes o    No ý

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CARDINAL FINANCIAL CORPORATION        INDEX TO FORM 10-QSB



|PART IFINANCIAL INFORMATION                                                                 
|---------------------------------------------------------------------------------------------
|ITEM 1. FINANCIAL STATEMENTS (UNAUDITED):                                                    
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|PART IIOTHER INFORMATION                                                                    
|ITEM 1. LEGAL PROCEEDING                                                                     
|ITEM 2. CHANGES IN SECURITIES                                                                
|ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                      
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|ITEM 5. OTHER INFORMATION                                                                    
|ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                                                                   

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CONDITION  June 30, 2002 and December 31, 2001  (Dollars in thousands, except share data)

|                                                                                                                                                                                        |                                            | (Unaudited)
June 30,
2002 |         | December 31,
2001 |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------- | ------- | ----------------- | -
|Assets                                                                                                                                                                                  |                                            |                           |         |                   |  
|Cash and due from banks                                                                                                                                                                 |                                            | $                         | 17,745  |                   | $
|Federal funds sold                                                                                                                                                                      |                                            |                           | 45,778  |                   |  
|                                                                                                                                                                                        |                                            |                           |         |                   |  
|                                                                                                                                                                                        | Total cash and cash equivalents            |                           |         | 63,523            |  
|Investment securities available-for-sale                                                                                                                                                |                                            |                           | 127,479 |                   |  
|Other investments                                                                                                                                                                       |                                            |                           | 1,262   |                   |  
|Loans held for sale                                                                                                                                                                     |                                            |                           |        |                   |  
|Loans receivable, net of fees                                                                                                                                                           |                                            |                           | 200,656 |                   |  
|Allowance for loan losses                                                                                                                                                               |                                            |                           | (2,994  | )                 |  
|                                                                                                                                                                                        |                                            |                           |         |                   |  
|                                                                                                                                                                                        |                                            |                           | 197,662 |                   |  
|Premises and equipment, net                                                                                                                                                             |                                            |                           | 4,728   |                   |  
|Goodwill and other intangibles                                                                                                                                                          |                                            |                           | 646     |                   |  
|Accrued interest and other assets                                                                                                                                                       |                                            |                           | 2,107   |                   |  
|                                                                                                                                                                                        |                                            |                           |         |                   |  
|                                                                                                                                                                                        | Total assets                               |                           | $       | 397,407           |  
|                                                                                                                                                                                        |                                            |                           |         |                   |  
|Liabilities and Shareholders' Equity                                                                                                                                                    |                                            |                           |         |                   |  
|Deposits                                                                                                                                                                                |                                            | $                         | 350,012 |                   | $
|Other borrowed funds                                                                                                                                                                    |                                            |                           | 7,000   |                   |  
|Accrued interest and other liabilities                                                                                                                                                  |                                            |                           | 1,529   |                   |  
|                                                                                                                                                                                        |                                            |                           |         |                   |  
|                                                                                                                                                                                        | Total liabilities                          |                           |         | 358,541           |  
|Preferred stock, $1 par value, 10,000,000 shares authorized Series A preferred stock, cumulative convertible, 1,364,686 and 1,364,714 shares outstanding in 2002 and 2001, respectively |                                            |                           | 1,365   |                   |  
|Common stock, $1 par value, 50,000,000 shares authorized, 10,044,345 and 4,294,323 shares outstanding in 2002 and 2001, respectively                                                    |                                            |                           | 10,044  |                   |  
|Additional paid-in capital                                                                                                                                                              |                                            |                           | 51,253  |                   |  
|Accumulated deficit                                                                                                                                                                     |                                            |                           | (24,663 | )                 |  
|Accumulated other comprehensive income (loss)                                                                                                                                           |                                            |                           | 867     |                   |  
|                                                                                                                                                                                        |                                            |                           |         |                   |  
|                                                                                                                                                                                        | Total shareholders' equity                 |                           |         | 38,866            |  
|                                                                                                                                                                                        |                                            |                           |         |                   |  
|                                                                                                                                                                                        | Total liabilities and shareholders' equity |                           | $       | 397,407           |  
|                                                                                                                                                                                        |                                            |                           |         |                   |  

See
accompanying notes to consolidated financial statements.

1

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS  For the three and six months ended June 30, 2002 and 2001  (Dollars in thousands, except per share data)  (Unaudited)

|                                           |                                          | Three Months Ended June 30, |                                                     | Six Months Ended June 30, |  
|------------------------------------------ | ---------------------------------------- | --------------------------- | --------------------------------------------------- | ------------------------- | -
|
|Interest income:                           |                                          |                             |                                                     |                           |  
|                                           | Loans receivable                         |                             | $                                                   | 3,605                     |  
|                                           | Federal funds sold                       |                             |                                                     | 200                       |  
|                                           | Investment securities available-for-sale |                             |                                                     | 1,218                     |  
|                                           | Other investments                        |                             |                                                     | 17                        |  
|                                           |                                          |                             |                                                     |                           |  
|                                           |                                          |                             | Total interest income                               |                           |  
|Interest expense:                          |                                          |                             |                                                     |                           |  
|                                           | Deposits                                 |                             |                                                     | 2,308                     |  
|                                           | Other borrowed funds                     |                             |                                                     | 71                        |  
|                                           |                                          |                             |                                                     |                           |  
|                                           |                                          |                             | Total interest expense                              |                           |  
|                                           |                                          |                             |                                                     |                           |  
|                                           |                                          |                             | Net interest income                                 |                           |  
|Provision for loan losses                  |                                          |                             | 39                                                  |                           |  
|                                           |                                          |                             |                                                     |                           |  
|                                           |                                          |                             | Net interest income after provision for loan losses |                           |  
|Non-interest income:                       |                                          |                             |                                                     |                           |  
|                                           | Service charges on deposit accounts      |                             |                                                     | 114                       |  
|                                           | Loan service charges                     |                             |                                                     | 95                        |  
|                                           | Investment fee income                    |                             |                                                     | 217                       |  
|                                           | Net gain on sales of loans               |                             |                                                     | 24                        |  
|                                           | Net gain on sales of assets              |                             |                                                     |                          |  
|                                           | Other income                             |                             |                                                     | 191                       |  
|                                           |                                          |                             |                                                     |                           |  
|                                           |                                          |                             | Total non-interest income                           |                           |  
|Non-interest expense:                      |                                          |                             |                                                     |                           |  
|                                           | Salary and benefits                      |                             |                                                     | 1,345                     |  
|                                           | Occupancy                                |                             |                                                     | 275                       |  
|                                           | Professional fees                        |                             |                                                     | 184                       |  
|                                           | Depreciation                             |                             |                                                     | 185                       |  
|                                           | Writedown on WorldCom bond               |                             |                                                     | 1,660                     |  
|                                           | Amortization of intangibles              |                             |                                                     | 7                         |  
|                                           | Other operating expenses                 |                             |                                                     | 836                       |  
|                                           |                                          |                             |                                                     |                           |  
|                                           |                                          |                             | Total non-interest expense                          |                           |  
|                                           |                                          |                             |                                                     |                           |  
|                                           |                                          |                             | Net loss before income taxes                        |                           |  
|Provision for income taxes                 |                                          |                             |                                                    |                           |  
|                                           |                                          |                             |                                                     |                           |  
|Net loss                                   |                                          | $                           | (1,229                                              | )                         | $
|                                           |                                          |                             |                                                     |                           |  
|Dividends to preferred shareholders        |                                          |                             | 124                                                 |                           |  
|                                           |                                          |                             |                                                     |                           |  
|Net loss to common shareholders            |                                          | $                           | (1,353                                              | )                         | $
|                                           |                                          |                             |                                                     |                           |  
|Basic and diluted loss per common share    |                                          | $                           | (0.18                                               | )                         | $
|                                           |                                          |                             |                                                     |                           |  
|Weighted-average common shares outstanding |                                          |                             | 7,327,304                                           |                           |  
|                                           |                                          |                             |                                                     |                           |  

See accompanying notes to consolidated financial statements.

2

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)  For the three and six months ended June 30, 2002 and 2001  (Dollars in thousands)  (Unaudited)

|                                   |                                                                    | Three Months Ended
June 30, |        | Six Months Ended
June 30, |  
|---------------------------------- | ------------------------------------------------------------------ | --------------------------- | ------ | ------------------------- | -
|
|Net loss                           |                                                                    | $                           | (1,229 | )                         | $
|Other comprehensive income (loss): |                                                                    |                             |        |                           |  
|                                   | Unrealized gain (loss) on available-for-sale investment securities |                             |        | 1,946                     |  
|                                   |                                                                    |                             |        |                           |  
|Comprehensive income (loss)        |                                                                    | $                           | 717    |                           | $
|                                   |                                                                    |                             |        |                           |  

See
accompanying notes to consolidated financial statements.

3

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY  For the six months ended June 30, 2002 and 2001  (Dollars in thousands)  (Unaudited)

|                                                                             |  | Preferred
Shares |  | Preferred
Stock |       | Common
Shares |        | Common
Stock |   | Additional
Paid-in
Capital |  | Accumulated
Deficit |        | Accumulated
Other
Comprehensive
Income (Loss) |   | Total   |  
|---------------------------------------------------------------------------- |  | ---------------- |  | --------------- | ----- | ------------- | ------ | ------------ | - | -------------------------- |  | ------------------- | ------ | --------------------------------------------- | - | ------- | -
|Balance, December 31, 2000                                                   |  | 1,411            |  | $               | 1,411 |               | 4,253  |              | $ | 4,253                      |  | $                   | 38,466 |                                               | $ | (10,022 | )
|Issuance of stock awards                                                     |  |                 |  |                 |      |               | 3      |              |   | 3                          |  |                     | 3      |                                               |   |        |  
|Dividends on preferred stock                                                 |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   | (255    | )
|Change in unrealized gain (loss) on investment securities available-for-sale |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   |        |  
|Net loss                                                                     |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   | (1,568  | )
|                                                                             |  |                  |  |                 |       |               |        |              |   |                            |  |                     |        |                                               |   |         |  
|Balance, June 30, 2001                                                       |  | 1,411            |  | $               | 1,411 |               | 4,256  |              | $ | 4,256                      |  | $                   | 38,469 |                                               | $ | (11,845 | )
|                                                                             |  |                  |  |                 |       |               |        |              |   |                            |  |                     |        |                                               |   |         |  
|Balance, December 31, 2001                                                   |  | 1,365            |  | $               | 1,365 |               | 4,294  |              | $ | 4,294                      |  | $                   | 38,488 |                                               | $ | (23,249 | )
|Dividends on preferred stock                                                 |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   | (247    | )
|Rights offering shares issued                                                |  |                 |  |                 |      |               | 2,437  |              |   | 2,437                      |  |                     | 5,484  |                                               |   |        |  
|Public offering shares issued                                                |  |                 |  |                 |      |               | 3,313  |              |   | 3,313                      |  |                     | 7,281  |                                               |   |        |  
|Change in unrealized gain on investment securities available-for-sale        |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   |        |  
|Net loss                                                                     |  |                 |  |                 |      |               |       |              |   |                           |  |                     |       |                                               |   | (1,167  | )
|                                                                             |  |                  |  |                 |       |               |        |              |   |                            |  |                     |        |                                               |   |         |  
|Balance, June 30, 2002                                                       |  | 1,365            |  | $               | 1,365 |               | 10,044 |              | $ | 10,044                     |  | $                   | 51,253 |                                               | $ | (24,663 | )
|                                                                             |  |                  |  |                 |       |               |        |              |   |                            |  |                     |        |                                               |   |         |  

See accompanying notes to consolidated financial statements.

4

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  For the six months ended June 30, 2002 and 2001  (Dollars in thousands)  (Unaudited)

|                                                  |                                                                                                    | 2002                                                |                                                     | 2001    |       
|------------------------------------------------- | -------------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------------------- | ------- | ------
|Cash flows from operating activities:             |                                                                                                    |                                                     |                                                     |         |       
|                                                  | Net loss                                                                                           |                                                     | $                                                   | (1,167  | )     
|                                                  | Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |                                                     |                                                     |         |       
|                                                  |                                                                                                    | Depreciation                                        |                                                     |         | 379   
|                                                  |                                                                                                    | Amortization of intangibles, premiums and discounts |                                                     |         | 328   
|                                                  |                                                                                                    | Provision for loan losses                           |                                                     |         | 39    
|                                                  |                                                                                                    | Originations of loans held for sale                 |                                                     |         | (4,369
|                                                  |                                                                                                    | Proceeds from the sale of loans held for sale       |                                                     |         | 9,038 
|                                                  |                                                                                                    | Writedown on WorldCom bond                          |                                                     |         | 1,660 
|                                                  |                                                                                                    | Gain on sale of loans held for sale                 |                                                     |         | (47   
|                                                  |                                                                                                    | Gain on sale of other investments                   |                                                     |         | (39   
|                                                  |                                                                                                    | Increase in accrued interest and other assets       |                                                     |         | (681  
|                                                  |                                                                                                    | Decrease in accrued interest and other liabilities  |                                                     |         | (1,583
|                                                  |                                                                                                    | Compensation related to stock awards                |                                                     |         |      
|                                                  |                                                                                                    |                                                     |                                                     |         |       
|                                                  |                                                                                                    |                                                     | Net cash provided by (used in) operating activities |         |       
|                                                  |                                                                                                    |                                                     |                                                     |         |       
|Cash flows from investing activities:             |                                                                                                    |                                                     |                                                     |         |       
|                                                  | Purchase of premises and equipment                                                                 |                                                     |                                                     | (30     | )     
|                                                  | Proceeds from sale of premises and equipment                                                       |                                                     |                                                     |        |       
|                                                  | Proceeds from sale, maturity and call of investment securities available-for-sale                  |                                                     |                                                     | 1,000   |       
|                                                  | Proceeds from sale of other investments                                                            |                                                     |                                                     | 190     |       
|                                                  | Purchase of investment securities available-for-sale                                               |                                                     |                                                     | (99,289 | )     
|                                                  | Purchase of other investments                                                                      |                                                     |                                                     | (184    | )     
|                                                  | Redemptions of investment securities available-for-sale                                            |                                                     |                                                     | 4,132   |       
|                                                  | Net (increase) decrease in loans receivable                                                        |                                                     |                                                     | 255     |       
|                                                  |                                                                                                    |                                                     |                                                     |         |       
|                                                  |                                                                                                    |                                                     | Net cash used in investing activities               |         |       
|                                                  |                                                                                                    |                                                     |                                                     |         |       
|Cash flows from financing activities:             |                                                                                                    |                                                     |                                                     |         |       
|                                                  | Net increase in deposits                                                                           |                                                     |                                                     | 103,988 |       
|                                                  | Net increase (decrease) in other borrowed funds                                                    |                                                     |                                                     | (2,824  | )     
|                                                  | Proceeds from rights offering                                                                      |                                                     |                                                     | 7,921   |       
|                                                  | Proceeds from public offering                                                                      |                                                     |                                                     | 10,594  |       
|                                                  | Dividends on preferred stock                                                                       |                                                     |                                                     | (247    | )     
|                                                  |                                                                                                    |                                                     |                                                     |         |       
|                                                  |                                                                                                    |                                                     | Net cash provided by financing activities           |         |       
|                                                  |                                                                                                    |                                                     |                                                     |         |       
|Net increase in cash and cash equivalents         |                                                                                                    |                                                     | 29,064                                              |         |       
|Cash and cash equivalents at beginning of period  |                                                                                                    |                                                     | 34,459                                              |         |       
|                                                  |                                                                                                    |                                                     |                                                     |         |       
|Cash and cash equivalents at end of period        |                                                                                                    | $                                                   | 63,523                                              |         | $     
|                                                  |                                                                                                    |                                                     |                                                     |         |       
|Supplemental disclosure of cash flow information: |                                                                                                    |                                                     |                                                     |         |       
|                                                  | Cash paid during period for interest                                                               |                                                     | $                                                   | 4,288   |       
|                                                  |                                                                                                    |                                                     |                                                     |         |       

See
accompanying notes to consolidated financial statements.

5

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CARDINAL FINANCIAL CORPORATION AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  June 30, 2002  (Unaudited)

Note 1

Organization

Cardinal Financial Corporation (the "Company") was incorporated November 24, 1997 under the laws of the Commonwealth of Virginia as a holding company whose
activities consist of investment in its wholly owned subsidiaries. In addition to Cardinal Bank, N.A. which began operations in 1998, the Company opened the following three subsidiaries in 1999:
CardinalWealth Services, Inc.,an investment subsidiary (as of February 1, 1999); Cardinal
BankManassas/Prince William, N.A. (as of July 26, 1999); and Cardinal
BankDulles, N.A. (as of August 2, 1999). On September 1, 2000, the Company completed its acquisition of Heritage
Bancorp, Inc. and its banking subsidiary, The Heritage Bank, headquartered in McLean, Virginia. The Heritage Bank was renamed and became the Company's fourth banking subsidiary, Cardinal
BankPotomac. On November 1, 2001, the Company consolidated two of its banking subsidiaries, Cardinal
BankDulles, N.A. and Cardinal BankPotomac,into Cardinal Bank, N.A. On
March 1, 2002, the Company consolidated Cardinal BankManassas/Prince William,N.A. into Cardinal Bank, N.A., now the Company's only
remaining banking subsidiary.

Basis of Presentation

In the opinion of management, the accompanying condensed consolidated financial statements have been prepared in accordance with the requirements of
Regulation S-X, Article 10. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of
America for complete financial statements. However, all adjustments that are, in the opinion of management, necessary for a fair presentation have been included. The results of operations for the
three and six months ended June 30, 2002 are not necessarily indicative of the results to be expected for the full year ending December 31, 2002. The unaudited interim financial
statements should be read in conjunction with the audited financial statements and notes to financial statements
that are presented in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001.

Note 2

Segment Disclosures

The Company operates and reports in two business segments, banking and investment advisory services. The banking segment includes both commercial and consumer
lending and provides customers products such as commercial loans, real estate loans, other business financing and consumer loans. In addition, this segment also provides customers with several choices
of deposit products, including demand deposit accounts, savings accounts and certificates of deposit. The investment advisory services segment provides advisory services to businesses and individuals,
including financial planning and retirement/estate planning.

6

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Information
about reportable segments, and reconciliation of such information to the consolidated financial statements as of and for the three and six months ended June 30, 2002
and 2001 follows:

For the Three Months Ended June 30, 2002:

|(Dollars in thousands)    |  | Banking |         | Investment
Advisory |   | Intersegment
Elimination |   | Other |         | Consolidated |  
|------------------------- |  | ------- | ------- | ------------------- | - | ------------------------ | - | ----- | ------- | ------------ | -
|Net interest income       |  | $       | 2,643   |                     | $ |                         |   | $     |        |              | $
|Provision for loan losses |  |         | 39      |                     |   |                         |   |       |        |              |  
|Non-interest income       |  |         | 385     |                     |   | 217                      |   |       |        |              |  
|Non-interest expense      |  |         | 4,244   |                     |   | 223                      |   |       |        |              |  
|                          |  |         |         |                     |   |                          |   |       |         |              |  
|Net income (loss)         |  | $       | (1,255  | )                   | $ | (6                       | ) | $     |        |              | $
|                          |  |         |         |                     |   |                          |   |       |         |              |  
|Total Assets              |  | $       | 394,490 |                     | $ | 340                      |   | $     | (37,510 | )            | $

For the Six Months Ended June 30, 2002:

|(Dollars in thousands)    |  | Banking |         | Investment
Advisory |   | Intersegment
Elimination |   | Other |         | Consolidated |  
|------------------------- |  | ------- | ------- | ------------------- | - | ------------------------ | - | ----- | ------- | ------------ | -
|Net interest income       |  | $       | 5,014   |                     | $ |                         |   | $     |        |              | $
|Provision for loan losses |  |         | 39      |                     |   |                         |   |       |        |              |  
|Non-interest income       |  |         | 742     |                     |   | 566                      |   |       |        |              |  
|Non-interest expense      |  |         | 6,522   |                     |   | 690                      |   |       |        |              |  
|                          |  |         |         |                     |   |                          |   |       |         |              |  
|Net loss                  |  | $       | (805    | )                   | $ | (124                     | ) | $     |        |              | $
|                          |  |         |         |                     |   |                          |   |       |         |              |  
|Total Assets              |  | $       | 394,490 |                     | $ | 340                      |   | $     | (37,510 | )            | $

For the Three Months Ended June 30, 2001:

|(Dollars in thousands)    |  | Commercial
Banking |         | Investment
Advisory |   | Intersegment
Elimination |  | Other |         | Consolidated |  
|------------------------- |  | ------------------ | ------- | ------------------- | - | ------------------------ |  | ----- | ------- | ------------ | -
|Net interest income       |  | $                  | 2,186   |                     | $ |                         |  | $     |        |              | $
|Provision for loan losses |  |                    | 129     |                     |   |                         |  |       |        |              |  
|Non-interest income       |  |                    | 283     |                     |   | 676                      |  |       |        |              |  
|Non-interest expense      |  |                    | 2,541   |                     |   | 607                      |  |       |        |              |  
|                          |  |                    |         |                     |   |                          |  |       |         |              |  
|Net income (loss)         |  | $                  | (201    | )                   | $ | 69                       |  | $     |        |              | $
|                          |  |                    |         |                     |   |                          |  |       |         |              |  
|Total Assets              |  | $                  | 234,334 |                     | $ | 330                      |  | $     | (21,441 | )            | $

7

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For the Six Months Ended June 30, 2001:

|(Dollars in thousands)    |  | Commercial
Banking |         | Investment
Advisory |   | Intersegment
Elimination |   | Other |         | Consolidated |  
|------------------------- |  | ------------------ | ------- | ------------------- | - | ------------------------ | - | ----- | ------- | ------------ | -
|Net interest income       |  | $                  | 4,236   |                     | $ |                         |   | $     |        |              | $
|Provision for loan losses |  |                    | 185     |                     |   |                         |   |       |        |              |  
|Non-interest income       |  |                    | 528     |                     |   | 1,087                    |   |       |        |              |  
|Non-interest expense      |  |                    | 5,090   |                     |   | 1,117                    |   |       |        |              |  
|                          |  |                    |         |                     |   |                          |   |       |         |              |  
|Net loss                  |  | $                  | (511    | )                   | $ | (30                      | ) | $     |        |              | $
|                          |  |                    |         |                     |   |                          |   |       |         |              |  
|Total Assets              |  | $                  | 234,334 |                     | $ | 330                      |   | $     | (21,441 | )            | $

The
Company does not have operating segments other than those reported. Parent Company financial information is included in the Other category above and represents the overhead function
rather than an operating segment. Parent Company's net interest income is comprised of interest income from federal funds sold and investment securities.

Note 3

Loss Per Common Share

The following discloses the calculation of basic and diluted loss per common share for the three and six months ended June 30, 2002 and 2001. Because the
Company has net losses to common shareholders, all stock options issued to date have an anti-dilutive effect and, therefore, have been excluded from the loss per common share calculation.
Stock options outstanding as of June 30, 2002 and 2001 are 601,963 and 434,931, respectively.

|                                                     |  | Three Months Ended
June 30, |          
|---------------------------------------------------- |  | --------------------------- | ---------
|
|
|Net loss                                             |  | $                           | (1,229   
|Dividends to preferred shareholders                  |  |                             | 124      
|                                                     |  |                             |          
|Net loss to common shareholders                      |  |                             | (1,353   
|Weighted average common shares for basic and diluted |  |                             | 7,327,304
|Basic and diluted loss per common share              |  | $                           | (0.18    

|                                                     |  | Six Months Ended June 30, |          
|---------------------------------------------------- |  | ------------------------- | ---------
|
|
|Net loss                                             |  | $                         | (1,167   
|Dividends to preferred shareholders                  |  |                           | 247      
|                                                     |  |                           |          
|Net loss to common shareholders                      |  |                           | (1,414   
|Weighted average common shares for basic and diluted |  |                           | 5,819,192
|Basic and diluted loss per common share              |  | $                         | (0.24    

8

---

Note 4

Adoption of New Accounting Standards

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 142 discontinues the practice of amortizing goodwill and requires that goodwill be evaluated at least annually for impairment by comparing fair values with
recorded amounts. SFAS No. 142 requires that other intangible assets that have been separately identified and accounted for continue to be amortized over a determinable useful life. SFAS
No. 142 also requires disclosure of the changes in the carrying amounts of goodwill from period to period, the carrying amounts of intangible assets by major intangible asset class for those
subject to and not subject to amortization, and the estimated intangible asset amortization expense for the next five years. The Company adopted SFAS No. 142 as of January 1, 2002, and,
therefore, discontinued the amortization of goodwill on January 1, 2002. The Company has evaluated impairment of goodwill under SFAS No. 142 and determined that goodwill is not impaired.
Information on the Company's intangible assets is contained in the table below.

|                                    |  | June 30, 2002 |     | December 31, 2001 |  
|----------------------------------- |  | ------------- | --- | ----------------- | -
|
|Amortizable core deposit intangible |  | $             | 102 |                   | $
|Unamortizable goodwill (1)          |  |               | 646 |                   |  

|                                   |  |      |   | Core Deposit
Intangible |    | Goodwill
|---------------------------------- |  | ---- | - | ----------------------- | -- | --------
|Amortization expense:              |  |      |   |                         |    |         
|Three months ended June 30, 2002   |  |      |   | $                       | 7  |         
|Six months ended June 30, 2002     |  |      |   |                         | 22 |         
|Three months ended June 30, 2001   |  |      |   | $                       | 15 |         
|Six months ended June 30, 2001     |  |      |   |                         | 30 |         
|Estimated amortization expense:    |  |      |   |                         |    |         
|Six months ended December 31, 2002 |  | $    |  |                         | $  |        
|For the years ended December 31,   |  |      |   |                         |    |         
|                                   |  | 2003 |   |                         |   |         
|                                   |  | 2004 |   |                         |   |         
|                                   |  | 2005 |   |                         |   |         
|                                   |  | 2006 |   |                         |   |         
|                                   |  | 2007 |   |                         |   |         

|                                          |  | Three months ended
June 30, |        | Six months ended
June 30, |  
|----------------------------------------- |  | --------------------------- | ------ | ------------------------- | -
|
|Reported net loss to common shareholders  |  | $                           | (1,353 | )                         | $
|Add: goodwill amortization                |  |                             |       |                           |  
|                                          |  |                             |        |                           |  
|Adjusted net loss                         |  |                             | (1,353 | )                         |  
|Reported basic and diluted loss per share |  | $                           | (0.18  | )                         | $
|Add: goodwill amortization per share      |  |                             |       |                           |  
|                                          |  |                             |        |                           |  
|Adjusted basic and diluted loss per share |  | $                           | (0.18  | )                         | $

---

9

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

General

The following presents management's discussion and analysis of the consolidated financial condition of the Company as of June 30, 2002 and
December 31, 2001 and results of operations for the three and six months ended June 30, 2002 and June 30, 2001. This discussion should be read in conjunction with the Company's
unaudited consolidated financial statements and the notes thereto appearing elsewhere in this report.

Critical Accounting Policies

The Company maintains an allowance for loan losses, which is intended to be adequate to absorb known and inherent losses in the outstanding loan portfolio. The
allowance is reduced by actual credit losses and is increased by the provision for loan losses and recoveries of previous losses. The provisions for loan losses are charged to earnings to bring the
total allowance for loan losses to a level considered by management as adequate.

The
allowance for loan losses is based on management's continuing review and evaluation of the loan portfolio. In determining the amount of the provision and the level of the allowance
for loan losses, the Company considers many factors, including general economic conditions, actual and expected credit losses, historical trends and specific conditions of the individual borrower. In
addition, the Company uses comparative peer group data, duration factors and qualitative factors to support its estimates.

The
Company categorizes its loans into one of five pools: commercial and industrial, commercial real estate, home equity lines of credit, residential mortgages, and consumer loans. Peer
group annual loss factors are applied to all pools and are adjusted by the projected duration of the loan pool and by the qualitative factors mentioned above. The indicated loss factors resulting from
this analysis are applied to each of the loan pools to determine a reserve level for each of the five pools of loans. In addition,
we individually assign loss factors to all loans that have been identified as having loss attributes, as indicated by deterioration in the financial condition of the borrower or a decline in
underlying collateral values. With the Company having limited exposure and historical data on which to base loss factors for classified loans, the Company applies a 5% loss factor to all special
mention loans and a 15% loss factor to all substandard loans (in accordance with regulatory guidelines).

While
management believes that the current estimate of the allowance for loan losses is adequate as of the date of the consolidated financial statements, changes in any of the factors
affecting the allowance for loan losses could result in material changes in the Company's financial position and results of operations. In addition, various regulatory agencies, as an integral part of
their examination process, periodically review the Company's allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about
information available to them at the time of their examination. Additional information on the allowance for loan losses and provision expense can be found later under "Results of Operations' included
hereto in this report.

Financial Condition

Total assets of the Company were $397.4 million at June 30, 2002 compared to $279.6 million at December 31, 2001, an increase of
$117.8 million or 42.1% due primarily to higher cash equivalents and investments. Investment securities available-for-sale increased by $93.4 million to
$127.5 million at June 30, 2002 compared to $34.1 million at December 31, 2001 (see Table 1 for details of the investment securities
available-for-sale portfolio). Loans receivable, net of fees, decreased $0.2 million to $200.7 million at June 30, 2002 from $200.9 million at
December 31, 2001 (see Table 2 for loan portfolio details). Total deposits increased by $104.0 million to $350.0 million at June 30, 2002

10

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compared to $246.0 million at December 31, 2001 (see Table 3 for certificates of deposit of $100,000 or more), and total borrowings decreased by $2.8 million to
$7.0 million at June 30, 2002 from $9.8 million at December 31, 2001. Deposits increased primarily in the retail money market accounts and certificates of deposit
categories due to the efforts of our advertising program. Total cash and cash equivalents increased to $63.5 million at June 30, 2002 from $34.5 million at December 31,
2001. The increase in cash and cash equivalents was primarily the result of increased deposit balances not yet invested as loans or securities by June 30, 2002. Shareholders' equity at
June 30, 2002 was $38.9 million compared to $20.6 million at December 31, 2001. During the second quarter of 2002, the Company completed rights and public offerings that
raised $18.5 million in new capital and increased the total number of outstanding common shares to 10,044,345 at June 30, 2002 as compared to 4,294,323 at December 31, 2001.
Changes in the unrealized gain on investment securities portfolio of $0.8 million partially offset the dividends on preferred stock and the net loss for the period. Book value per common share
on June 30, 2002 was $3.19 compared to $3.21 on December 31, 2001.

Results of Operations

Net loss before preferred dividends for the three months ended June 30, 2002 was $1,229,000, an increase of $564,000 when compared to the same period of
2001. Net loss before preferred dividends for the six months ended June 30, 2002 was $1,167,000, an improvement of $401,000 compared to the same period of the 2001. Dividends to preferred
shareholders were $124,000 and $247,000 for the three and six months ended June 30, 2002 compared to $128,000 and $256,000 for the same periods in 2001. Net loss to common shareholders for the
three and six months ended June 30, 2002 was $1,353,000 and $1,414,000, respectively, as compared to losses of $793,000 and $1,824,000, respectively, for the three and six months ended
June 30, 2001. Basic and diluted loss per common share decreased by $0.01 per common share to $0.18 as compared to $0.19 for the three months ended June 30, 2002 and 2001, respectively,
and was significantly impacted by the higher number of shares in the 2002 period. Basic and diluted loss per common share for the six months ended June 30, 2002 was $0.24, an improvement of
$0.19 when compared to the six months ended June 30, 2001. The Company recorded a write down of $1,660,000 in its available-for-sale investment portfolio, based on a
significant decline in the market value of a WorldCom bond that followed disclosures by WorldCom management of accounting irregularities over several years, and related allegations of fraud by the
Securities and Exchange Commission.

Excluding
the impact of the WorldCom adjustment, the Company reported net income after preferred dividends of $307,000 or $0.04 per common share for the second quarter of 2002 and
$246,000 or $0.04 per common share for the six months ended June 30, 2002. The improvement in net income before the effect of the WorldCom write down was driven by the impact of the Company's
successful second quarter capital raising and deposit generation programs, as well as continued emphasis on the control of non-interest expenses. Return on average assets for the three and
six months ended June 30, 2002 were -1.33% and -0.69%, respectively, compared to -1.12% and -1.39% for the three and six months ended
June 30, 2001, respectively. Return on average equity for the three and six months ended June 30, 2002 were -16.23% and -9.16%, respectively, compared to
-8.10% and -9.41% for the three and six months ended June 30, 2001, respectively.

Net
interest income is the Company's primary source of revenue and represents the difference between interest and fees earned on interest-bearing assets and the interest paid on deposits
and other interest-bearing liabilities. Net interest income for the three months ended June 30, 2002 was $2,661,000 compared to $2,194,000 for the same period ended June 30, 2001, an
increase of 21.3%. Net interest income for the six months ended June 30, 2002 was $5,033,000 compared to $4,259,000 of the same period June 30, 2001, an increase of 18.2%.

The
Company's net interest margin for the three and six months ended June 30, 2002 were 3.07% and 3.18%, respectively, as compared to 4.15% and 4.22% for the three and six months
ended June 30,

11

---

2001, respectively. The decrease in the margin can be attributed to the change in the mix of earning assets towards lower yielding investments, and also to the mix of interest-bearing liabilities and
lower overall interest rates between June 2001 and June 2002. Tables 4, 4a, 5 and 5a present an analysis of
average interest-earning assets, interest-bearing liabilities and demand deposits with the related components of interest income and interest expense.

Provision
for loan losses for the three and six months ended June 30, 2002 was $39,000 and $39,000, respectively, as compared to a provision of $129,000 and $185,000 for the three
and six months ended June 30, 2001. The decrease in provision is primarily driven by the $0.2 million decrease in loan balances from December 31, 2001 to June 30, 2002 and
the loan charge offs recorded of $77,000 in 2002. Loans receivable accounted for on a non-accrual basis at June 30, 2002 and December 31, 2001 were $705,000 and $361,000,
respectively. Accruing loans, which are contractually past due 90 days or more as to principal or interest payments as of June 30, 2002 and December 31, 2001 were $0 and $566,000,
respectively. There are no loans as of June 30, 2002 and December 31, 2001 that are "troubled debt restructurings" as defined in SFAS No. 15. The Company's allowance for loan
losses at June 30, 2002 was $3.0 million as compared to $3.1 million at December 31, 2001. The ratio of the allowance for loan losses to total loans at June 30, 2002
was 1.49% compared to a ratio of 1.54% at December 31, 2001. Tables 6 and 7 reflect the components and the allocation of the allowance for loan losses.

Non-interest
income for the three months ended June 30, 2002 was $641,000 compared to $970,000 for the three months ended June 30, 2001, a decrease of 33.9%.
For the six months ended June 30, 2002, non-interest income was $1,438,000 compared to $1,622,000 for the same period ended June 30, 2001, a decrease of 11.3%. The decrease
in non-interest income was primarily due to decreases in investment fee income of $459,000 and $521,000, respectively, for the three and six months ended June 30, 2002 as compared
to the three and six months ended June 30, 2001. These decreases were partially offset by increases in service charges on deposit accounts and rental income from the subleases of excess space
in various locations.

Non-interest
expense for the three and six months ended June 30, 2002 totaled $4,492,000 and $7,599,000 compared to $3,700,000 and $7,264,000 for the three and six
months ended June 30, 2001. The increases in expenses were primarily due to the write down of the WorldCom bond during the second quarter of 2002. Excluding the write down,
non-interest expense was $2,832,000 for the three months ended June 30, 2002, a decrease of $868,000 from the same period of 2001. Also excluding the effect of the WorldCom write
down, for the six months ended June 30, 2002, non-interest expense decreased by $1,325,000 as compared to the same period in 2001, mostly due to decreases in salaries and benefits
expense of $1,030,000. In addition, occupancy expense decreased by $74,000 and $70,000 each for the three and six months of 2002 compared to 2001. Due to the adoption of SFAS No. 142,
amortization of intangibles decreased by $166,000 for the three months ended June 30, 2002 compared to the same period in 2001 and $328,000 for the year to date June 30, 2002 compared to
the year to date June 30, 2001.

As
a result of net losses since inception, the Company has not recorded income tax expense. Also, the Company has not recorded a tax benefit for the potential positive impact of these
losses. The Company has net operating loss carryforwards that are fully reserved and subject to utilization upon sustained profitability on a quarter by quarter basis. The ability to utilize net
operating loss carryforwards once profitable will have an impact on future earnings for the organization.

Business Segment Operations

The Company provides banking and non-banking financial services and products through its subsidiaries. Management operates and reports on the results
of the Company's operations through two business segments, banking and investment advisory services.

12

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Banking

The banking segment provides comprehensive banking services to small businesses and individuals through multiple delivery channels. Services offered include
commercial and consumer lending, deposit products, direct banking via the internet or telephone, and the funding of small business receivables through the Business Manager product.

For
the three and six months ended June 30, 2002 the commercial banking segment had net losses of $1,255,000 and $807,000, respectively, compared to net losses of $201,000 and
$514,000 for the three and six months ended June 30, 2001, respectively. As of June 30, 2002, total assets were $394.5 million, while loans receivable, net of fees, were
$200.7 million and deposits were $350.0 million. As of June 30, 2001, total assets were $234.3 million, loans receivable, net of fees, were $181.1 million and
deposits were $201.7 million.

Investment Advisory Services

The investment advisory services segment offers financial and estate planning services, centered on a group of products provided through a strategic alliance with
Legg Mason Financial Partners, a wholly owned subsidiary of Legg Mason, Inc. Operations for this segment began February 1, 1999.

For
the three and six months ended June 30, 2002, the investment advisory services segment had net losses of $6,000 and $122,000, respectively. As of June 30, 2002, total
assets were $340,000 and total assets under management were $105.8 million. For the three months ended June 30, 2001, net income was $69,000, and for the six months ended June 30,
2001, the net loss was $27,000. As of June 30, 2001, total assets were $330,000 and total assets under management were $131.8 million. Fee income for the three and six months ended
June 30, 2002 decreased as compared to the same three and six month period of 2001, due primarily to reduced transaction activity.

Capital Resources

Shareholders' equity at June 30, 2002 was $38.9 million compared to $20.6 million at December 31, 2001. During the second quarter of
2002, the Company completed rights and public offerings which raised $18.5 million in new capital and increased the total number of outstanding common shares to 10,044,345 at June 30,
2002 as compared to 4,294,323 at December 31, 2001. Change in the unrealized gain on investment securities portfolio of $0.8 million partially offset dividends paid on preferred stock
and the net loss for the period. At June 30, 2002, the Company's tier 1 and total risk-based capital ratios were 14.6% and 15.8%, respectively. At December 31, 2001, the
Company's tier 1 and total risk-based capital ratios were 9.0% and 10.4%, respectively. Table 8 provides additional information on the Company's capital resources.

Liquidity

Liquidity provides the Company with the ability to meet normal deposit withdrawals while also providing for the credit needs of customers. At June 30,
2002, cash and cash equivalents and investment securities available-for-sale totaled $191.0 million or 48.1% of total assets compared to $68.6 million or 24.5% of
total assets at December 31, 2001. The improvement in liquidity as compared to prior year is due to the availability of funds from the recent capital raising, as well as higher deposit levels
resulting from our advertising program. Management is committed to maintaining liquidity at a level sufficient to protect depositors, provide for reasonable growth, and fully comply with all
regulatory requirements.

13

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Interest Rate Sensitivity

An important element of asset/liability management is the monitoring of the Company's sensitivity to interest rate movements. In order to measure the effect of
interest rates on the Company's net interest income, management takes into consideration the expected cash flows from the loan and securities portfolios and the expected magnitude of the repricing of
specific asset and liability categories. Management evaluates interest sensitivity risk and then formulates guidelines to manage this risk based upon its outlook regarding the economy, forecasted
interest rate movements and other business factors. Management's goal is to maximize and stabilize the net interest margin by limiting exposure to interest rate changes.

The
data in Table 9 reflects the repricing or expected maturities of various assets and liabilities as of June 30, 2002. This "gap" analysis represents the difference between
interest sensitive assets and liabilities in a specific time interval. The interest sensitivity gap analysis presents a position that existed at one particular point in time, and assumes that assets
and liabilities with similar repricing characteristics will reprice at the same time and to the same degree.

Forward Looking Statements and Risk Factors

This Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 31E of the Securities Exchange Act of 1934. These forward-looking statements are not historical facts, but rather are predictions and generally can be identified by use of
statements that include phrases such as "believe," "expect," "anticipate," "estimate," "intend," "plan," "foresee" or other words or phrases of similar import. Similarly, statements that describe our
future financial condition or results of operations, objectives, strategies, plans, goals or future performance and business also are forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from those currently anticipated in these forward-looking statements. In light
of these risks and uncertainties, the forward-looking events might or might not occur.

Important
factors that could cause actual results to differ materially from those suggested by these forward-looking statements, and could adversely affect our future financial
performance, include those referred to in our Annual Report on Form 10-KSB for the year ended December 31, 2001.

14

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Table 1.

Cardinal Financial Corporation and Subsidiaries  Investment Securities Available-for-Sale  As of June 30, 2002 and December 31, 2001  (Dollars in thousands)

|As of June 30, 2002                      |                   | Par Value                                      |   | Amortized
Cost |         | Fair
Value |        | Unrealized
Gain/(Loss) |   | Average
Yield
|---------------------------------------- | ----------------- | ---------------------------------------------- | - | -------------- | ------- | ---------- | ------ | ---------------------- | - | -------------
|U.S. government agencies and enterprises |                   |                                                |   |                |         |            |        |                        |   |              
|                                         | One to five years |                                                | $ | 6,510          |         | $          | 6,496  |                        | $ | 6,555        
|                                         | Five to ten years |                                                |   | 3,000          |         |            | 3,007  |                        |   | 3,047        
|                                         |                   |                                                |   |                |         |            |        |                        |   |              
|                                         |                   | Total U.S. government agencies                 |   | $              | 9,510   |            | $      | 9,503                  |   | $            
|                                         |                   |                                                |   |                |         |            |        |                        |   |              
|Mortgage-backed securities               |                   |                                                |   |                |         |            |        |                        |   |              
|                                         | Within one year   |                                                | $ | 124            |         | $          | 124    |                        | $ | 124          
|                                         | One to five years |                                                |   | 79,155         |         |            | 80,717 |                        |   | 81,596       
|                                         | Five to ten years |                                                |   | 18,077         |         |            | 18,362 |                        |   | 18,463       
|                                         | After ten years   |                                                |   | 8,768          |         |            | 8,869  |                        |   | 8,989        
|                                         |                   |                                                |   |                |         |            |        |                        |   |              
|                                         |                   | Total mortgage-backed securities               |   | $              | 106,124 |            | $      | 108,072                |   | $            
|                                         |                   |                                                |   |                |         |            |        |                        |   |              
|Corporate bonds                          |                   |                                                |   |                |         |            |        |                        |   |              
|                                         | One to five years |                                                | $ | 10,600         |         | $          | 8,787  |                        | $ | 8,455        
|                                         |                   |                                                |   |                |         |            |        |                        |   |              
|                                         |                   | Total corporate bonds                          |   | $              | 10,600  |            | $      | 8,787                  |   | $            
|                                         |                   |                                                |   |                |         |            |        |                        |   |              
|Treasury bonds                           |                   |                                                |   |                |         |            |        |                        |   |              
|                                         | Within one year   |                                                | $ | 250            |         | $          | 250    |                        | $ | 250          
|                                         |                   |                                                |   |                |         |            |        |                        |   |              
|                                         |                   | Total treasury bonds                           |   | $              | 250     |            | $      | 250                    |   | $            
|                                         |                   |                                                |   |                |         |            |        |                        |   |              
|                                         |                   | Total investment securities available-for-sale |   | $              | 126,484 |            | $      | 126,612                |   | $            
|                                         |                   |                                                |   |                |         |            |        |                        |   |              

|As of December 31, 2001                  |                   | Par Value                                      |  | Amortized
Cost |        | Fair
Value |        | Unrealized
Gain/(Loss) |  | Average
Yield
|---------------------------------------- | ----------------- | ---------------------------------------------- |  | -------------- | ------ | ---------- | ------ | ---------------------- |  | -------------
|U.S. government agencies and enterprises |                   |                                                |  |                |        |            |        |                        |  |              
|                                         | One to five years |                                                |  | 3,000          |        |            | 2,985  |                        |  | 2,950        
|                                         | Five to ten years |                                                |  | 1,500          |        |            | 1,516  |                        |  | 1,508        
|                                         |                   |                                                |  |                |        |            |        |                        |  |              
|                                         |                   | Total U.S. government agencies                 |  | $              | 4,500  |            | $      | 4,501                  |  | $            
|                                         |                   |                                                |  |                |        |            |        |                        |  |              
|Mortgage-backed securities               |                   |                                                |  |                |        |            |        |                        |  |              
|                                         | Within one year   |                                                |  | 182            |        |            | 182    |                        |  | 183          
|                                         | One to five years |                                                |  | 11,210         |        |            | 11,456 |                        |  | 11,383       
|                                         | Five to ten years |                                                |  | 5,804          |        |            | 5,927  |                        |  | 5,865        
|                                         | After ten years   |                                                |  | 4,849          |        |            | 4,965  |                        |  | 4,926        
|                                         |                   |                                                |  |                |        |            |        |                        |  |              
|                                         |                   | Total mortgage-backed securities               |  | $              | 22,045 |            | $      | 22,530                 |  | $            
|                                         |                   |                                                |  |                |        |            |        |                        |  |              
|Corporate bonds                          |                   |                                                |  |                |        |            |        |                        |  |              
|                                         | One to five years |                                                |  | 6,000          |        |            | 6,154  |                        |  | 6,114        
|                                         | Five to ten years |                                                |  | 1,000          |        |            | 986    |                        |  | 969          
|                                         |                   |                                                |  |                |        |            |        |                        |  |              
|                                         |                   | Total corporate bonds                          |  | $              | 7,000  |            | $      | 7,140                  |  | $            
|                                         |                   |                                                |  |                |        |            |        |                        |  |              
|Treasury bonds                           |                   |                                                |  |                |        |            |        |                        |  |              
|                                         | Within one year   |                                                |  | 250            |        |            | 250    |                        |  | 249          
|                                         |                   |                                                |  |                |        |            |        |                        |  |              
|                                         |                   | Total treasury bonds                           |  | $              | 250    |            | $      | 250                    |  | $            
|                                         |                   |                                                |  |                |        |            |        |                        |  |              
|                                         |                   | Total investment securities available-for-sale |  | $              | 33,795 |            | $      | 34,421                 |  | $            
|                                         |                   |                                                |  |                |        |            |        |                        |  |              

15

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Table 2.

Cardinal Financial Corporation and Subsidiaries  Loans Receivable  As of June 30, 2002 and December 31, 2001  (Dollars in thousands)

|                                |  | June 30,
2002 |         | December 31,
2001
|------------------------------- |  | ------------- | ------- | -----------------
|Commercial                      |  | $             | 50,884  |                  
|Real estate  commercial        |  |               | 89,038  |                  
|Real estate  construction      |  |               | 6,287   |                  
|Real estate  residential       |  |               | 17,391  |                  
|Home equity lines               |  |               | 24,459  |                  
|Consumer                        |  |               | 12,606  |                  
|                                |  |               |         |                  
|Gross loans                     |  | $             | 200,665 |                  
|Add: unearned income, net       |  |               | (9      | )                
|Less: allowance for loan losses |  |               | (2,994  | )                
|                                |  |               |         |                  
|Total loans, net                |  | $             | 197,662 |                  
|                                |  |               |         |                  

Table 3.

Cardinal Financial Corporation and Subsidiaries  Certificates of Deposit of $100,000 or More  As of June 30, 2002  (Dollars in thousands)

|                                      |  | June 30,
2002
|------------------------------------- |  | -------------
|Maturities:                           |  |              
|Three months or less                  |  | $            
|Over three months through six months  |  |              
|Over six months through twelve months |  |              
|Over twelve months                    |  |              
|                                      |  |              
|                                      |  | $            
|                                      |  |              

16

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Table 4.

Cardinal Financial Corporation and Subsidiaries  Average Balance Sheets and Interest Rates on Earning Assets and Interest  Bearing Liabilities  For the Three Months Ended June 30, 2002, 2001 and 2000  (Dollars in thousands)

|                                                        |                            | 2002                              |         | 2001    |         | 2000 
|------------------------------------------------------- | -------------------------- | --------------------------------- | ------- | ------- | ------- | -----
|
|Assets                                                  |                            |                                   |         |         |         |      
|Interest-earning assets:                                |                            |                                   |         |         |         |      
|Loans:                                                  |                            |                                   |         |         |         |      
|                                                        | Commercial                 |                                   | $       | 51,837  |         | $    
|                                                        | Real estate  commercial   |                                   |         | 88,135  |         |      
|                                                        | Real estate  construction |                                   |         | 5,914   |         |      
|                                                        | Real estate  residential  |                                   |         | 15,536  |         |      
|                                                        | Home equity lines          |                                   |         | 23,811  |         |      
|                                                        | Consumer                   |                                   |         | 13,098  |         |      
|                                                        |                            |                                   |         |         |         |      
|                                                        |                            | Total loans                       |         |         | 198,331 |      
|                                                        |                            |                                   |         |         |         |      
|Investment securities available for sale                |                            |                                   | 99,680  |         |         | 1,218
|Other investments                                       |                            |                                   | 1,196   |         |         | 17   
|Federal funds sold                                      |                            |                                   | 47,954  |         |         | 200  
|                                                        |                            |                                   |         |         |         |      
|Total interest-earning assets and interest income       |                            |                                   | 347,161 |         |         | 5,040
|                                                        |                            |                                   |         |         |         |      
|Non-interest earning assets:                            |                            |                                   |         |         |         |      
|Cash and due from banks                                 |                            |                                   | 17,652  |         |         |      
|Premises and equipment, net                             |                            |                                   | 4,839   |         |         |      
|Goodwill and other intangibles                          |                            |                                   | 649     |         |         |      
|Accrued interest and other assets                       |                            |                                   | 1,256   |         |         |      
|Allowance for loan losses                               |                            |                                   | (3,002  | )       |         |      
|                                                        |                            |                                   |         |         |         |      
|Total assets                                            |                            | $                                 | 368,555 |         |         |      
|                                                        |                            |                                   |         |         |         |      
|Liabilities and Shareholders' Equity                    |                            |                                   |         |         |         |      
|Interest  bearing liabilities:                         |                            |                                   |         |         |         |      
|Interest  bearing deposits:                            |                            |                                   |         |         |         |      
|                                                        | Interest checking          |                                   |         | 112,517 |         |      
|                                                        | Money markets              |                                   |         | 26,655  |         |      
|                                                        | Statement savings          |                                   |         | 4,245   |         |      
|                                                        | Certificates of deposit    |                                   |         | 126,737 |         |      
|                                                        |                            |                                   |         |         |         |      
|                                                        |                            | Total interest  bearing deposits |         |         | 270,154 |      
|                                                        |                            |                                   |         |         |         |      
|Other borrowed funds                                    |                            |                                   | 7,000   |         |         | 71   
|                                                        |                            |                                   |         |         |         |      
|Total interest-bearing liabilities and interest expense |                            |                                   | 277,154 |         |         | 2,379
|                                                        |                            |                                   |         |         |         |      
|Noninterest-bearing liabilities:                        |                            |                                   |         |         |         |      
|Demand deposits                                         |                            |                                   | 57,554  |         |         |      
|Other liabilities                                       |                            |                                   | 3,559   |         |         |      
|Preferred shareholders' equity                          |                            |                                   | 6,825   |         |         |      
|Common shareholders' equity                             |                            |                                   | 23,463  |         |         |      
|                                                        |                            |                                   |         |         |         |      
|Total liabilities and shareholders' equity              |                            | $                                 | 368,555 |         |         |      
|                                                        |                            |                                   |         |         |         |      
|Net interest income and net interest margin             |                            |                                   |         |         | $       | 2,661
|                                                        |                            |                                   |         |         |         |      

17

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Table 4a.

Cardinal Financial Corporation and Subsidiaries  Average Balance Sheets and Interest Rates on Earning Assets and Interest  Bearing Liabilities  For the Six Months Ended June 30, 2002, 2001 and 2000
(Dollars in thousands)

|                                                        |                            | 2002                              |             | 2001    |         | 2000   
|------------------------------------------------------- | -------------------------- | --------------------------------- | ----------- | ------- | ------- | -------
|
|Assets                                                  |                            |                                   |             |         |         |        
|Interest-earning assets:                                |                            |                                   |             |         |         |        
|Loans:                                                  |                            |                                   |             |         |         |        
|                                                        | Commercial                 |                                   | $           | 53,322  |         | $      
|                                                        | Real estate  commercial   |                                   |             | 87,215  |         |        
|                                                        | Real estate  construction |                                   |             | 5,940   |         |        
|                                                        | Real estate  residential  |                                   |             | 16,590  |         |        
|                                                        | Home equity lines          |                                   |             | 22,719  |         |        
|                                                        | Consumer                   |                                   |             | 13,349  |         |        
|                                                        |                            |                                   |             |         |         |        
|                                                        |                            |                                   | Total loans |         |         | 199,135
|                                                        |                            |                                   |             |         |         |        
|Investment securities available for sale                |                            |                                   | 73,821      |         |         | 1,813  
|Other investments                                       |                            |                                   | 1,194       |         |         | 36     
|Federal funds sold                                      |                            |                                   | 42,985      |         |         | 353    
|                                                        |                            |                                   |             |         |         |        
|Total interest-earning assets and interest income       |                            |                                   | 317,135     |         |         | 9,433  
|                                                        |                            |                                   |             |         |         |        
|Non-interest earning assets:                            |                            |                                   |             |         |         |        
|Cash and due from banks                                 |                            |                                   | 15,706      |         |         |        
|Premises and equipment, net                             |                            |                                   | 4,926       |         |         |        
|Goodwill and other intangibles                          |                            |                                   | 656         |         |         |        
|Accrued interest and other assets                       |                            |                                   | 1,016       |         |         |        
|Allowance for loan losses                               |                            |                                   | (3,052      | )       |         |        
|                                                        |                            |                                   |             |         |         |        
|Total assets                                            |                            | $                                 | 336,387     |         |         |        
|                                                        |                            |                                   |             |         |         |        
|Liabilities and Shareholders' Equity                    |                            |                                   |             |         |         |        
|Interest  bearing liabilities:                         |                            |                                   |             |         |         |        
|Interest  bearing deposits:                            |                            |                                   |             |         |         |        
|                                                        | Interest checking          |                                   |             | 91,258  |         |        
|                                                        | Money markets              |                                   |             | 26,303  |         |        
|                                                        | Statement savings          |                                   |             | 4,269   |         |        
|                                                        | Certificates of deposit    |                                   |             | 121,168 |         |        
|                                                        |                            |                                   |             |         |         |        
|                                                        |                            | Total interest  bearing deposits |             |         | 242,998 |        
|                                                        |                            |                                   |             |         |         |        
|Other borrowed funds                                    |                            |                                   | 8,192       |         |         | 168    
|                                                        |                            |                                   |             |         |         |        
|Total interest-bearing liabilities and interest expense |                            |                                   | 251,190     |         |         | 4,400  
|                                                        |                            |                                   |             |         |         |        
|Noninterest-bearing liabilities:                        |                            |                                   |             |         |         |        
|Demand deposits                                         |                            |                                   | 56,774      |         |         |        
|Other liabilities                                       |                            |                                   | 2,938       |         |         |        
|Preferred shareholders' equity                          |                            |                                   | 6,825       |         |         |        
|Common shareholders' equity                             |                            |                                   | 18,660      |         |         |        
|                                                        |                            |                                   |             |         |         |        
|Total liabilities and shareholders' equity              |                            | $                                 | 336,387     |         |         |        
|                                                        |                            |                                   |             |         |         |        
|Net interest income and net interest margin             |                            |                                   |             |         | $       | 5,033  
|                                                        |                            |                                   |             |         |         |        

18

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Table 5.

Cardinal Financial Corporation and Subsidiaries  Rate and Volume Analysis (Tax Equivalent Basis)  (Dollars in thousands)

|                                         |                            | Three Months Ended June 30,
2002 Compared to 2001 |                                   | Three Months Ended June 30,
2001 Compared to 2000
|---------------------------------------- | -------------------------- | ------------------------------------------------- | --------------------------------- | -------------------------------------------------
|
|Interest income:                         |                            |                                                   |                                   |                                                  
|Loans:                                   |                            |                                                   |                                   |                                                  
|                                         | Commercial                 |                                                   | $                                 | 10                                               
|                                         | Real estate  commercial   |                                                   |                                   | 466                                              
|                                         | Real estate  construction |                                                   |                                   | 10                                               
|                                         | Real estate  residential  |                                                   |                                   | (74                                              
|                                         | Home equity lines          |                                                   |                                   | 112                                              
|                                         | Consumer                   |                                                   |                                   | (51                                              
|                                         |                            |                                                   |                                   |                                                  
|                                         |                            |                                                   | Total loans                       |                                                  
|                                         |                            |                                                   |                                   |                                                  
|Investment securities available for sale |                            |                                                   | 1,744                             |                                                  
|Other investments                        |                            |                                                   | (5                                | )                                                
|Federal funds sold                       |                            |                                                   | 213                               |                                                  
|                                         |                            |                                                   |                                   |                                                  
|                                         |                            |                                                   | Total interest income             |                                                  
|Interest expense:                        |                            |                                                   |                                   |                                                  
|Interest  bearing deposits:             |                            |                                                   |                                   |                                                  
|                                         | Interest checking          |                                                   |                                   | 481                                              
|                                         | Money markets              |                                                   |                                   | 23                                               
|                                         | Statement savings          |                                                   |                                   | (1                                               
|                                         | Certificates of deposit    |                                                   |                                   | 368                                              
|                                         |                            |                                                   |                                   |                                                  
|                                         |                            |                                                   | Total interest  bearing deposits |                                                  
|                                         |                            |                                                   |                                   |                                                  
|Other borrowed funds                     |                            |                                                   | (47                               | )                                                
|                                         |                            |                                                   | Total interest expense            |                                                  
|                                         |                            |                                                   |                                   |                                                  
|Net interest income                      |                            | $                                                 | 1,601                             |                                                  
|                                         |                            |                                                   |                                   |                                                  

19

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Table 5a.

Cardinal Financial Corporation and Subsidiaries  Rate and Volume Analysis (Tax Equivalent Basis)  (Dollars in thousands)

|                                         |                            | Six Months Ended June 30,
2002 Compared to 2001 |                                   | Six Months Ended June 30,
2001 Compared to 2000
|---------------------------------------- | -------------------------- | ----------------------------------------------- | --------------------------------- | -----------------------------------------------
|
|Interest income:                         |                            |                                                 |                                   |                                                
|Loans:                                   |                            |                                                 |                                   |                                                
|                                         | Commercial                 |                                                 | $                                 | 176                                            
|                                         | Real estate  commercial   |                                                 |                                   | 1,093                                          
|                                         | Real estate  construction |                                                 |                                   | 31                                             
|                                         | Real estate  residential  |                                                 |                                   | (64                                            
|                                         | Home equity lines          |                                                 |                                   | 229                                            
|                                         | Consumer                   |                                                 |                                   | (65                                            
|                                         |                            |                                                 |                                   |                                                
|                                         |                            |                                                 | Total loans                       |                                                
|                                         |                            |                                                 |                                   |                                                
|Investment securities available for sale |                            |                                                 | 2,558                             |                                                
|Other investments                        |                            |                                                 | (9                                | )                                              
|Federal funds sold                       |                            |                                                 | 357                               |                                                
|                                         |                            |                                                 |                                   |                                                
|                                         |                            |                                                 | Total interest income             |                                                
|Interest expense:                        |                            |                                                 |                                   |                                                
|Interest  bearing deposits:             |                            |                                                 |                                   |                                                
|                                         | Interest checking          |                                                 |                                   | 764                                            
|                                         | Money markets              |                                                 |                                   | 51                                             
|                                         | Statement savings          |                                                 |                                   | (1                                             
|                                         | Certificates of deposit    |                                                 |                                   | 709                                            
|                                         |                            |                                                 |                                   |                                                
|                                         |                            |                                                 | Total interest  bearing deposits |                                                
|                                         |                            |                                                 |                                   |                                                
|Other borrowed funds                     |                            |                                                 | (26                               | )                                              
|                                         |                            |                                                 | Total interest expense            |                                                
|                                         |                            |                                                 |                                   |                                                
|Net interest income                      |                            | $                                               | 2,809                             |                                                
|                                         |                            |                                                 |                                   |                                                

20

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Table 6.

Cardinal Financial Corporation and Subsidiaries  Allowance for Loan Losses  For the Six Months Ended June 30, 2002 and 2001  (Dollars in thousands)

|                                                     |                            | 2002 |       | 2001
|---------------------------------------------------- | -------------------------- | ---- | ----- | ----
|Beginning balance, January 1                         |                            | $    | 3,104 |     
|Provision for loan losses                            |                            |      | 39    |     
|Transfer to bank's liability on unfunded commitments |                            |      | (74   | )   
|Loans charged off:                                   |                            |      |       |     
|                                                     | Commercial                 |      |       | (63 
|                                                     | Real estate  commercial   |      |       |    
|                                                     | Real estate  construction |      |       |    
|                                                     | Real estate  residential  |      |       |    
|                                                     | Home equity lines          |      |       |    
|                                                     | Consumer                   |      |       | (14 
|                                                     |                            |      |       |     
|                                                     | Total loans charged off    |      |       | (77 
|Recoveries:                                          |                            |      |       |     
|                                                     | Commercial                 |      |       | 1   
|                                                     | Real estate  commercial   |      |       |    
|                                                     | Real estate  construction |      |       |    
|                                                     | Real estate  residential  |      |       |    
|                                                     | Home equity lines          |      |       |    
|                                                     | Consumer                   |      |       | 1   
|                                                     |                            |      |       |     
|                                                     | Total recoveries           |      |       | 2   
|Net (charge-offs) recoveries                         |                            |      | (75   | )   
|Ending balance                                       |                            | $    | 2,994 |     
|                                                     |                            |      |       |     

|       |                                                          | June 30,
2002 |   | June 30,
2001
|------ | -------------------------------------------------------- | ------------- | - | -------------
|Loans: |                                                          |               |   |              
|       | Balance at period end                                    |               | $ | 200,665      
|       | Allowance for loan losses to period end loans receivable |               |   | 1.49%        

21

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Table 7.

Cardinal Financial Corporation and Subsidiaries  Allocation of the Allowance for Loan Losses  As of June 30, 2002 and December 31, 2001  (Dollars in thousands)

|                                |  | June 30,
2002 |       | December 31,
2001
|------------------------------- |  | ------------- | ----- | -----------------
|
|Commercial                      |  | $             | 1,055 |                  
|Real estate  commercial        |  |               | 1,246 |                  
|Real estate  construction      |  |               | 38    |                  
|Real estate  residential       |  |               | 113   |                  
|Home equity lines               |  |               | 196   |                  
|Consumer                        |  |               | 346   |                  
|                                |  |               |       |                  
|Total allowance for loan losses |  | $             | 2,994 |                  
|                                |  |               |       |                  

22

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Table 8.

Cardinal Financial Corporation and Subsidiaries  Capital Components  As of June 30, 2002 and December 31, 2001  (Dollars in thousands)

|                                                               |  | Actual |        | For Capital
Adequacy Purposes |        | To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
|-------------------------------------------------------------- |  | ------ | ------ | ----------------------------- | ------ | ----------------------------------------------------------------
|
|As of June 30, 2002                                            |  |        |        |                               |        |                                                                 
|Total risk based capital/Total capital to risk-weighted assets |  | $      | 40,346 |                               | 15.79% |                                                                 
|Tier I capital/Tier I capital to risk-weighted assets          |  |        | 37,353 |                               | 14.62% |                                                                 
|Total risk based capital/Total capital to average assets       |  |        | 40,346 |                               | 10.95% |                                                                 
|As of December 31, 2001                                        |  |        |        |                               |        |                                                                 
|Total risk based capital/Total capital to risk-weighted assets |  | $      | 23,333 |                               | 10.42% |                                                                 
|Tier I capital/Tier I capital to risk-weighted assets          |  |        | 20,230 |                               | 9.04%  |                                                                 
|Total risk based capital/Total capital to average assets       |  |        | 23,333 |                               | 8.57%  |                                                                 

23

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Table 9.

Cardinal Financial Corporation  Interest Rate Sensitivity Gap Analysis  Consolidated  As of June 30, 2002  (In thousands)

|                                                 |  | Immediate
Repricing |   | 2-90
Days |   | 91-180
Days |   | 181-365
Days |   | 1-3
Years |   | Over 3
Years |   | TOTAL  
|------------------------------------------------ |  | ------------------- | - | --------- | - | ----------- | - | ------------ | - | --------- | - | ------------ | - | -------
|Assets                                           |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Investment securities  AFS                      |  |                    |   | 9,440     |   | 6,732       |   | 9,238        |   | 35,992    |   | 67,339       |   | 128,741
|Federal funds sold                               |  | 45,778              |   |          |   |            |   |             |   |          |   |             |   | 45,778 
|Loans                                            |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Commercial & industrial                          |  | 30,240              |   | 5,684     |   | 2,315       |   | 6,134        |   | 12,342    |   | 80,286       |   | 137,001
|Residential                                      |  | 63                  |   | 507       |   | 627         |   | 172          |   | 3,065     |   | 13,026       |   | 17,460 
|Home equity lines                                |  | 4,632               |   | 19,827    |   |            |   |             |   |          |   |             |   | 24,459 
|Construction                                     |  | 4,831               |   | 15        |   | 6           |   | 8            |   | 21        |   | 1,428        |   | 6,309  
|All other                                        |  | 1,854               |   | 1,390     |   | 503         |   | 1,007        |   | 2,416     |   | 8,257        |   | 15,427 
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Total Gross Loans                                |  | 41,620              |   | 27,423    |   | 3,451       |   | 7,321        |   | 17,844    |   | 102,997      |   | 200,656
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Total Earning Assets                             |  | 87,398              |   | 36,863    |   | 10,183      |   | 16,559       |   | 53,836    |   | 170,336      |   | 375,175
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Cumulative Rate Sensitive Assets                 |  | 87,398              |   | 124,261   |   | 134,444     |   | 151,003      |   | 204,839   |   | 375,175      |   |        
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Liabilities                                      |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Deposits                                         |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Noninterest-bearing demand                       |  |                    |   |          |   |            |   |             |   |          |   | 60,662       |   | 60,662 
|Interest-bearing transaction accounts            |  | 30,281              |   |          |   |            |   | 37,851       |   | 37,851    |   | 45,421       |   | 151,403
|Certificates of deposit  fixed                  |  |                    |   | 9,039     |   | 8,814       |   | 14,857       |   | 36,556    |   | 15,690       |   | 84,956 
|Certificates of deposit  no penalty             |  |                    |   | 7,906     |   | 7,929       |   | 19,944       |   | 17,212    |   |              |   | 52,991 
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Total Deposits                                   |  | 30,281              |   | 16,945    |   | 16,743      |   | 72,652       |   | 91,619    |   | 121,773      |   | 350,012
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Other borrowed funds                             |  |                    |   | 6,000     |   |            |   |             |   | 1,000     |   |             |   | 7,000  
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Total Deposits & Other Borrowed Funds            |  | 30,281              |   | 22,945    |   | 16,743      |   | 72,652       |   | 92,619    |   | 121,773      |   | 357,012
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Cumulative Rate Sensitive Liabilities            |  | 30,281              |   | 53,226    |   | 69,969      |   | 142,620      |   | 235,239   |   | 357,012      |   |        
|                                                 |  |                     |   |           |   |             |   |              |   |           |   |              |   |        
|Gap                                              |  | 57,117              |   | 13,918    |   | (6,560      | ) | (56,093      | ) | (38,783   | ) | 48,563       |   |        
|Cumulative Gap                                   |  | 57,117              |   | 71,035    |   | 64,475      |   | 8,383        |   | (30,400   | ) | 18,163       |   |        
|Gap/Total Assets                                 |  | 14.37               | % | 3.50      | % | -1.65       | % | -14.11       | % | -9.76     | % | 12.22        | % |        
|Cumulative Gap/Total Assets  Current Month      |  | 14.37               | % | 17.87     | % | 16.22       | % | 2.11         | % | -7.65     | % | 4.57         | % |        
|Rate Sensitive Assets/Rate Sensitive Liabilities |  | 2.89                |   | 1.61      |   | 0.61        |   | 0.23         |   | 0.58      |   | 1.40         |   |        
|Cumulative RSA/RSL  Current Month               |  | 2.89                |   | 2.33      |   | 1.92        |   | 1.06         |   | 0.87      |   | 1.05         |   |        

24

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Part IIOther Information

Item 1. Legal Proceedings

From time to time, the Company is a party to legal proceedings in the ordinary course of business. However, the Company is not engaged in any legal proceedings of
a material nature at the present time.

Item 2. Changes in Securities



Item 3. Defaults Upon Senior Securities



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

The Company's Annual Meeting of Shareholders was held on July 22, 2002.

The
following persons were elected as directors for terms expiring in the year indicated:

|                     |  |      |  | Votes    
|-------------------- |  | ---- |  | ---------
|
|Nancy K. Falck       |  | 2003 |  | 8,255,864
|J. Hamilton Lambert  |  | 2003 |  | 8,214,501
|Jones V. Isaac       |  | 2004 |  | 8,288,364
|B.G. Beck            |  | 2005 |  | 8,288,364
|William G. Buck      |  | 2005 |  | 8,288,364
|Bernard H. Clineburg |  | 2005 |  | 8,288,364
|John W. Fisher       |  | 2005 |  | 8,255,864
|Emad Saadeh          |  | 2005 |  | 8,288,364

The
following directors have terms of office that continued after the meeting:

|Director            |  | Term Expires
|------------------- |  | ------------
|Robert M. Barlow    |  | 2003        
|James D. Russo      |  | 2003        
|George P. Shafran   |  | 2003        
|Wayne W. Broadwater |  | 2004        
|Sidney O. Dewberry  |  | 2004        
|Harold E. Lieding   |  | 2004        
|John H. Rust        |  | 2004        

The
approval of the Cardinal Financial Corporation 2002 Equity Compensation Plan was voted on at the meeting and approved by a vote of 4,507,317 for, 445,230 against, with 605,135
abstentions.

Finally,
the shareholders voted on and approved the appointment of KPMG LLP as the Company's independent auditors by a vote of 8,415,648 for, 15,730 against, with 3,088 abstentions.

25

---

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K





A
Current Report on Form 8-K relating to a write down of a WorldCom bond was filed on July 8, 2002.

26

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-QSB to be signed on
its behalf by the undersigned thereunto duly authorized.

|                      |  | CARDINAL FINANCIAL CORPORATION(Registrant)
|--------------------- |  | ------------------------------------------
|Date: August 14, 2002 |  | By:                                       
|Date: August 14, 2002 |  | By:                                       

27

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