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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 2)



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|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------



| |  | For the fiscal year ended December 28, 2003
| |  | -------------------------------------------



OR



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



| |  | FOR THE TRANSITION PERIOD FROM  TO
| |  | ----------------------------------



Commission file number 000-31149



California Pizza Kitchen, Inc.

(Exact name of Registrant as Specified in its Charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|California                                                     |  | 95-4040623                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)



6053 West Century
Boulevard, 11th Floor

Los Angeles, California 90045-6442

(Address of Principal Executive Offices, including Zip Code)



(310) 342-5000

(Registrants
Telephone Number, including Area Code)



Securities
registered pursuant to Section 12(b) of the Act:

None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, $0.01 par value (title of class)



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



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

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes  x    No ̈



The aggregate market value of voting stock held by non-affiliates of the registrant as of the last trading day of the second fiscal quarter, June 27, 2003, was approximately $249 million based upon the last sales price reported for such
date on the Nasdaq National Market. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the registrant, have been
excluded in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive.



As of April 20, 2004 there were 19,116,744 shares of the registrants Common Stock outstanding.



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EXPLANATORY NOTE



On March 12, 2004, we filed our Annual Report on Form 10-K for the year ended December 28, 2003 (the Original
Report) with the Securities and Exchange Commission and on April 26, 2004, we filed a Form 10-K/A to include the information required to be disclosed in Part III. Due to a typographical error, the date of the report of our independent
auditors was changed from its original date of January 24, 2004. We are filing this Form 10-K/A (Amendment No. 2) to return the date of that report to its original date. We have not made any other changes.



FORWARD-LOOKING STATEMENTS



This report contains forward-looking statements that involve risks and
uncertainties. These statements relate to our future plans, objectives, expectations and intentions. These statements may be identified by the use of words such as expects, anticipates, intends, plans
and similar expressions. Our actual results could differ materially from those discussed in these statements. Factors that could contribute to these differences include those discussed under Risk Factors and elsewhere in this report. The
cautionary statements made in this report should be read as being applicable to all forward-looking statements wherever they appear in this report.



ASSUMPTIONS USED IN THIS REPORT



Throughout this report, our fiscal years ended January 2, 2000, December 31, 2000, December 30, 2001, December 29, 2002 and December 28, 2003 are
referred to as years 1999, 2000, 2001, 2002 and 2003 respectively. Our fiscal year consists of 52 or 53 weeks and ends on the Sunday closest to December 31 in each year. All fiscal years shown are 52 weeks. Our fiscal quarters typically consist of
13 weeks.



2



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PART IV



Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K



(a)  The following documents are filed as a part of this Report:



1.    Financial Statements



The following financial statements, as indexed below, are incorporated by reference in Part II, Item 8 of this Annual Report
on Form 10-K/A:



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                               |  |     
|------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                               |  | Page
|Report of Independent Auditors                                                                                                 |  | 4   
|                                                                                                                               | 
|Consolidated Financial Statements:                                                                                             |  |     
|                                                                                                                               | 
|Consolidated Balance Sheets at December 28, 2003 and December 29, 2002                                                         |  | 5   
|                                                                                                                               | 
|Consolidated Statements of Income for the Years Ended December 28, 2003, December 29, 2002 and December 30, 2001               |  | 6   
|                                                                                                                               | 
|Consolidated Statements of Shareholders Equity for the Years Ended December 28, 2003, December 29, 2002 and December 30, 2001 |  | 7   
|                                                                                                                               | 
|Consolidated Statements of Cash Flows for the Years Ended December 28, 2003, December 29, 2002 and December 30, 2001           |  | 8   
|                                                                                                                               | 
|Notes to Consolidated Financial Statements                                                                                     |  | 10  



2.    Financial Statements Schedules



All financial statement schedules are omitted because they are not required or are not applicable or the required information the Companys Consolidated Financial Statements and Notes thereto, described in Item 15(a)(1) above.



3.    Exhibits



The Exhibits listed in the Index to Exhibits, which appears immediately
following the signature page and is incorporated herein by reference, are filed as part of this Annual Report on Form 10-K/A.



(b)  Reports on Form 8-K.



|    |   |  |                                                                                                                                                                           
|--- | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i  | ) |  | We filed a press release dated October 8, 2003, which described certain financial results for the third quarter on Form 8-K under Item 12
on October 10, 2003.            
|    |  
|(ii | ) |  | We filed a press release dated October 23, 2003, which described selected financial results for the third quarter on Form 8-K under Items
7, 9 and 12 on October 23, 2003.



3



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REPORT OF INDEPENDENT AUDITORS



The Board of
Directors and Shareholders of California Pizza Kitchen, Inc.



We have audited the accompanying consolidated balance sheets of California Pizza Kitchen, Inc. and Subsidiaries (the Company) as of December 28, 2003 and December 29, 2002, and the related consolidated statements of income,
shareholders equity and cash flows for each of the three fiscal years in the period ended December 28, 2003. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.



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



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of California
Pizza Kitchen, Inc. and Subsidiaries at December 28, 2003 and December 29, 2002 and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended December 28, 2003 in conformity with
accounting principles generally accepted in the United States.



/s/    ERNST & YOUNG LLP



Los Angeles, California

January 24, 2004



4



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

December 28, 2003 and December 29, 2002

(in thousands, except for share data)



|                                                                                                                                                                             |  |      |         |   |      |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                             |  | 2003 |         |   | 2002 |  
|Assets                                                                                                                                                                       |  |      |         |   |      |   |         |  
|                                                                                                                                                                             |  |     
|Current assets:                                                                                                                                                              |  |      |         |   |      |   |         |  
|Cash and cash equivalents                                                                                                                                                    |  | $    | 15,877  |   |      | $ | 31,261  |  
|Investment in marketable securities                                                                                                                                          |  |      | 18,904  |   |      |   |        |  
|Accounts receivable                                                                                                                                                          |  |      | 2,591   |   |      |   | 2,933   |  
|Inventories                                                                                                                                                                  |  |      | 2,892   |   |      |   | 2,466   |  
|Prepaid expenses and other current assets                                                                                                                                    |  |      | 3,702   |   |      |   | 1,216   |  
|                                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total current assets                                                                                                                                                         |  |      | 43,966  |   |      |   | 37,876  |  
|Property and equipment, net                                                                                                                                                  |  |      | 130,532 |   |      |   | 126,356 |  
|Investment in unconsolidated joint venture                                                                                                                                   |  |      | 1,651   |   |      |   |        |  
|Deferred taxes, net                                                                                                                                                          |  |      | 6,478   |   |      |   | 2,404   |  
|Other assets                                                                                                                                                                 |  |      | 2,958   |   |      |   | 1,809   |  
|                                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total assets                                                                                                                                                                 |  | $    | 185,585 |   |      | $ | 168,445 |  
|                                                                                                                                                                             |  |      |         |   |      |   |         |  
|                                                                                                                                                                             |  |     
|Liabilities and Shareholders Equity                                                                                                                                         |  |      |         |   |      |   |         |  
|                                                                                                                                                                             |  |     
|Current liabilities:                                                                                                                                                         |  |      |         |   |      |   |         |  
|Accounts payable                                                                                                                                                             |  | $    | 4,069   |   |      | $ | 3,858   |  
|Accrued compensation and benefits                                                                                                                                            |  |      | 12,034  |   |      |   | 10,955  |  
|Deferred rent                                                                                                                                                                |  |      | 7,845   |   |      |   | 6,952   |  
|Other accrued liabilities                                                                                                                                                    |  |      | 9,536   |   |      |   | 8,105   |  
|Accrued income tax                                                                                                                                                           |  |      | 1,375   |   |      |   | 1,444   |  
|                                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total current liabilities                                                                                                                                                    |  |      | 34,859  |   |      |   | 31,314  |  
|Other liabilities                                                                                                                                                            |  |      | 4,613   |   |      |   | 3,010   |  
|                                                                                                                                                                             |  |     
|Commitments and contingencies                                                                                                                                                |  |      |        |   |      |   |        |  
|                                                                                                                                                                             |  |     
|Shareholders equity:                                                                                                                                                        |  |      |         |   |      |   |         |  
|Common Stock$0.01 par value, 80,000,000 shares authorized, 18,947,164 and 18,743,439 shares issued and outstanding at December 28, 2003
and December 29, 2002, respectively |  |      | 189     |   |      |   | 187     |  
|Additional paid-in capital                                                                                                                                                   |  |      | 215,340 |   |      |   | 211,306 |  
|Accumulated deficit                                                                                                                                                          |  |      | (69,416 | ) |      |   | (77,372 | )
|                                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total shareholders equity                                                                                                                                                   |  |      | 146,113 |   |      |   | 134,121 |  
|                                                                                                                                                                             |  |      |         |   |      |   |         |  
|Total liabilities and shareholders equity                                                                                                                                   |  | $    | 185,585 |   |      | $ | 168,445 |  
|                                                                                                                                                                             |  |      |         |   |      |   |         |  



See accompanying notes.



5



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME

Years ended December 28, 2003, December 29, 2002 and December
30, 2001

(in thousands, except per share data)



|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                     |  | 2003 |         |   | 2002 |   |         | 2001 | 
|Revenues:                                                            |  |      |         |   |      |   |         |      |  |   |         |  
|Restaurant sales                                                     |  | $    | 356,260 |   |      | $ | 303,427 |      |  | $ | 246,445 |  
|Franchise and other revenues                                         |  |      | 3,627   |   |      |   | 2,895   |      |  |   | 2,817   |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Total revenues                                                       |  |      | 359,887 |   |      |   | 306,322 |      |  |   | 249,262 |  
|Costs and expenses:                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Cost of sales                                                        |  |      | 87,806  |   |      |   | 73,756  |      |  |   | 60,950  |  
|Labor                                                                |  |      | 129,702 |   |      |   | 110,151 |      |  |   | 88,898  |  
|Direct operating and occupancy                                       |  |      | 73,949  |   |      |   | 60,652  |      |  |   | 49,344  |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Total restaurant operating costs                                     |  |      | 291,457 |   |      |   | 244,559 |      |  |   | 199,192 |  
|General and administrative                                           |  |      | 21,488  |   |      |   | 18,161  |      |  |   | 15,489  |  
|Depreciation and amortization                                        |  |      | 17,578  |   |      |   | 14,971  |      |  |   | 11,996  |  
|Pre-opening costs                                                    |  |      | 4,019   |   |      |   | 3,355   |      |  |   | 2,867   |  
|Severance charge                                                     |  |      | 1,221   |   |      |   |        |      |  |   |        |  
|Loss on impairment of property and equipment and restaurant closures |  |      | 14,725  |   |      |   | 2,380   |      |  |   |        |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Operating income                                                     |  |      | 9,399   |   |      |   | 22,896  |      |  |   | 19,718  |  
|Other income (expense):                                              |  |      |         |   |      |   |         |      |  |   |         |  
|Interest income                                                      |  |      | 317     |   |      |   | 368     |      |  |   | 632     |  
|Interest expense                                                     |  |      |        |   |      |   |        |      |  |   | (25     | )
|Equity in loss of unconsolidated joint venture                       |  |      | (349    | ) |      |   |        |      |  |   |        |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Total other income (expense)                                         |  |      | (32     | ) |      |   | 368     |      |  |   | 607     |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Income before income tax provision                                   |  |      | 9,367   |   |      |   | 23,264  |      |  |   | 20,325  |  
|Income tax provision                                                 |  |      | (1,411  | ) |      |   | (7,934  | )    |  |   | (7,114  | )
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Net income                                                           |  | $    | 7,956   |   |      | $ | 15,330  |      |  | $ | 13,211  |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Net income per common share:                                         |  |      |         |   |      |   |         |      |  |   |         |  
|Basic                                                                |  | $    | 0.42    |   |      | $ | 0.82    |      |  | $ | 0.72    |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted                                                              |  | $    | 0.42    |   |      | $ | 0.81    |      |  | $ | 0.71    |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Shares used in calculating net income per common share:              |  |      |         |   |      |   |         |      |  |   |         |  
|Basic                                                                |  |      | 18,867  |   |      |   | 18,585  |      |  |   | 18,308  |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted                                                              |  |      | 19,027  |   |      |   | 18,871  |      |  |   | 18,611  |  
|                                                                     |  |      |         |   |      |   |         |      |  |   |         |  



See accompanying notes.



6



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

Years ended December 28, 2003, December 29,
2002 and December 30, 2001

(in thousands, except for share data)



|                                                                                                             |  |              |   |                          |        |                     |  |   |         |  |   |          |   |  |   |        
|------------------------------------------------------------------------------------------------------------ |  | ------------ | - | ------------------------ | ------ | ------------------- |  | - | ------- |  | - | -------- | - |  | - | -------
|                                                                                                             |  | Common Stock |   | AdditionalPaid-inCapital |        | Accumulated Deficit |  |   | Total  
|                                                                                                             |  | Shares       |   |                          | Amount |                     |  |  
|Balances at December 31, 2000                                                                                |  | 17,889,091   |   |                          | $      | 179                 |  | $ | 198,052 |  | $ | (105,913 | ) |  | $ | 92,318 
|Exercise of employee stock options                                                                           |  | 206,871      |   |                          |        | 2                   |  |   | 1,104   |  |   |         |   |  |   | 1,106  
|Shares redeemed upon exercise of employee stock option                                                       |  | (9,160       | ) |                          |        |                    |  |   |        |  |   |         |   |  |   |       
|Issuance of common stock, net of issuance costs of $844                                                      |  | 200,000      |   |                          |        | 2                   |  |   | 4,339   |  |   |         |   |  |   | 4,341  
|Issuance of common stock, under employee stock purchase plan                                                 |  | 138,541      |   |                          |        | 1                   |  |   | 1,774   |  |   |         |   |  |   | 1,775  
|Tax benefit from employee stock option exercises and employee stock purchase plan disqualifying dispositions |  |             |   |                          |        |                    |  |   | 1,355   |  |   |         |   |  |   | 1,355  
|Net income                                                                                                   |  |             |   |                          |        |                    |  |   |        |  |   | 13,211   |   |  |   | 13,211 
|                                                                                                             |  |              |   |                          |        |                     |  |   |         |  |   |          |   |  |   |        
|Balances at December 30, 2001                                                                                |  | 18,425,343   |   |                          |        | 184                 |  |   | 206,624 |  |   | (92,702  | ) |  |   | 114,106
|Exercise of employee stock options                                                                           |  | 189,493      |   |                          |        | 2                   |  |   | 2,022   |  |   |         |   |  |   | 2,024  
|Issuance of common stock, under employee stock purchase plan                                                 |  | 128,603      |   |                          |        | 1                   |  |   | 1,701   |  |   |         |   |  |   | 1,702  
|Tax benefit from employee stock option exercises and employee stock purchase plan disqualifying dispositions |  |             |   |                          |        |                    |  |   | 959     |  |   |         |   |  |   | 959    
|Net income                                                                                                   |  |             |   |                          |        |                    |  |   |        |  |   | 15,330   |   |  |   | 15,330 
|                                                                                                             |  |              |   |                          |        |                     |  |   |         |  |   |          |   |  |   |        
|Balances at December 29, 2002                                                                                |  | 18,743,439   |   |                          |        | 187                 |  |   | 211,306 |  |   | (77,372  | ) |  |   | 134,121
|Exercise of employee stock options                                                                           |  | 144,748      |   |                          |        | 1                   |  |   | 1,846   |  |   |         |   |  |   | 1,847  
|Issuance of common stock, under employee stock purchase plan                                                 |  | 58,977       |   |                          |        | 1                   |  |   | 1,119   |  |   |         |   |  |   | 1,120  
|Tax benefit from employee stock option exercises and employee stock purchase plan disqualifying dispositions |  |             |   |                          |        |                    |  |   | 1,069   |  |   |         |   |  |   | 1,069  
|Net income                                                                                                   |  |             |   |                          |        |                    |  |   |        |  |   | 7,956    |   |  |   | 7,956  
|                                                                                                             |  |              |   |                          |        |                     |  |   |         |  |   |          |   |  |   |        
|Balances at December 28, 2003                                                                                |  | 18,947,164   |   |                          | $      | 189                 |  | $ | 215,340 |  | $ | (69,416  | ) |  | $ | 146,113
|                                                                                                             |  |              |   |                          |        |                     |  |   |         |  |   |          |   |  |   |        



See accompanying notes.



7



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 28, 2003, December 29, 2002 and
December 30, 2001

(in thousands, except for share data)



|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                  |  | 2003 |         |   | 2002 |   |         | 2001 | 
|Operating activities:                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Net income                                                                        |  | $    | 7,956   |   |      | $ | 15,330  |      |  | $ | 13,211  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization                                                     |  |      | 17,578  |   |      |   | 14,971  |      |  |   | 11,996  |  
|Equity in loss of unconsolidated joint venture                                    |  |      | 349     |   |      |   |        |      |  |   |        |  
|Loss on impairment of property and equipment and restaurant closures              |  |      | 14,725  |   |      |   | 2,380   |      |  |   |        |  
|Change in deferred tax asset                                                      |  |      | (4,074  | ) |      |   | 3,837   |      |  |   | (288    | )
|Changes in operating assets and liabilities:                                      |  |      |         |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                               |  |      | 342     |   |      |   | 1,808   |      |  |   | (1,246  | )
|Inventories                                                                       |  |      | (426    | ) |      |   | (689    | )    |  |   | (168    | )
|Prepaid expenses and other assets                                                 |  |      | (3,635  | ) |      |   | 233     |      |  |   | 1,243   |  
|Accounts payable                                                                  |  |      | 211     |   |      |   | 612     |      |  |   | (227    | )
|Accrued liabilities                                                               |  |      | 5,276   |   |      |   | 1,733   |      |  |   | 8,144   |  
|Other liabilities                                                                 |  |      | 730     |   |      |   | 1,029   |      |  |   | 54      |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by operating activities                                         |  |      | 39,032  |   |      |   | 41,244  |      |  |   | 32,719  |  
|Investing activities:                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Capital expenditures                                                              |  |      | (36,479 | ) |      |   | (33,497 | )    |  |   | (32,755 | )
|Investments in marketable securities                                              |  |      | (18,904 | ) |      |   |        |      |  |   |        |  
|Investment in unconsolidated joint venture                                        |  |      | (2,000  | ) |      |   |        |      |  |   |        |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                             |  |      | (57,383 | ) |      |   | (33,497 | )    |  |   | (32,755 | )
|Financing activities:                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Payments on long-term debt                                                        |  |      |        |   |      |   |        |      |  |   | (47     | )
|Net proceeds from issuance of common stock                                        |  |      | 2,967   |   |      |   | 3,726   |      |  |   | 7,222   |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by financing activities                                         |  |      | 2,967   |   |      |   | 3,726   |      |  |   | 7,175   |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Net increase (decrease) in cash and cash equivalents                              |  |      | (15,384 | ) |      |   | 11,473  |      |  |   | 7,139   |  
|Cash and cash equivalents at beginning of year                                    |  |      | 31,261  |   |      |   | 19,788  |      |  |   | 12,649  |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                          |  | $    | 15,877  |   |      | $ | 31,261  |      |  | $ | 19,788  |  
|                                                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Supplemental disclosure of cash flow information:                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Cash paid during the year for:                                                    |  |      |         |   |      |   |         |      |  |   |         |  
|Interest                                                                          |  | $    |        |   |      | $ |        |      |  | $ | 25      |  
|Income taxes                                                                      |  | $    | 3,627   |   |      | $ | 5,088   |      |  | $ | 3,737   |  



8



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Years ended December 28, 2003, December 29, 2002 and December 30, 2001

(in thousands except for share data)



Supplemental disclosure of non-cash financing activities:



During the fiscal year ended December 30, 2001, one of the Companys officers exercised options to purchase 14,375 shares of common stock with an aggregate exercise price of $214 by exchanging 9,160 shares
previously owned.







See accompanying notes.



9



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Years ended December 28, 2003, December 29, 2002 and December 30, 2001

(in thousands, except for
share and per share data)



1.    Description of
Business



Nature of Business



As of December 28, 2003, California Pizza Kitchen, Inc. and its wholly owned
subsidiaries (the Company) owns, operates, licenses or franchises 168 restaurants under the names California Pizza Kitchen and California Pizza Kitchen ASAP in 27 states and the District of Columbia, and five foreign countries, of which
137 are company-owned and 31 operate under franchise or license arrangements.



The Company manages its operations by restaurant. The Company has aggregated its operations to one reportable segment.



2.    Summary of Accounting Policies



Principles of Consolidation



The accompanying consolidated financial statements include the accounts of California Pizza Kitchen, Inc. and its wholly owned subsidiaries. In addition,
the Company was a general partner in a limited partnership, which was formed to operate a restaurant in Chicago. In January 2000, the Company acquired a majority interest in its remaining limited partnership restaurant. As such, beginning January 3,
2000, the Company consolidated the financial statements of the limited partnership with its own financial statements. Prior to fiscal 2000, the Company accounted for its ownership in the limited partnership (which are not material) under the equity
method of accounting. All significant intercompany balances and transactions have been eliminated.



Fiscal Year End



The Companys fiscal year ends on the Sunday closest to December 31. The Companys fiscal years ended December 28, 2003, December 29, 2002 and
December 30, 2001, each covered 52 weeks. For purposes of the accompanying consolidated financial statements, the years ended December 28, 2003, December 29, 2002 and December 30, 2001 may be referred to as the fiscal years 2003, 2002 and 2001,
respectively.



Use of Estimates



The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.



Cash and Cash Equivalents



The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Its cash and cash
equivalent balances are not pledged or restricted. The Companys policy is to invest cash in excess of operating requirements in income-producing investments. Cash equivalents at December 28, 2003 consist primarily of money market funds and
local municipality securities.



10



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Investments



The Company accounts for investments in marketable securities in accordance with Statements of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. Its investments are classified as marketable securities that are held-to-maturity and have been recorded at amortized cost. At
December 28, 2003 the Company had $18.9 million of held-to-maturity investments that consisted of treasury bills, federal agency securities and auction rate securities. Under current investment guidelines, maturities are restricted to two years or
less.



On March 6, 2003 the Company invested $2.0 million for a
25.0% equity participation in LA Food Show, Inc., an upscale family casual dining restaurant concept. It accounts for this investment in accordance with the equity method of accounting as interpreted by Accounting Principles Board (APB) Opinion No.
18, The Equity Method of Accounting for Investments In Common Stock. APB Opinion No. 18 requires an investor to record the initial investment at cost and adjust the carrying value of the investment to recognize the investors share
of the earnings or loss after the date of acquisition.



Accounts Receivable



The Company negotiates
reimbursements from landlords for the construction of new restaurants. These reimbursements reduce the capitalized costs of new restaurants. Included in accounts receivable are contractual amounts due from landlords related to new restaurant
construction costs. As of December 28, 2003 and December 29, 2002, the Company has recorded receivables related to construction improvement allowances of $1,061 and $2,148, respectively, and has reduced property and equipment by these amounts
accordingly.



Inventories



Inventories consist of food and beverage, uniforms and supplies. Inventories
are stated at the lower of cost (first-in, first-out method) or market.



Property and Equipment



Property and equipment
is recorded at cost. Property and equipment is depreciated over the assets estimated useful lives using the straight-line method. Leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset
or the term of the related lease, whichever is shorter. The lives for furniture, fixtures, and equipment are ten years. The lives for buildings and leasehold improvements are the shorter of 20 years or the term of the related operating lease.



Impairment of Long Lived Assets



The Company assesses the impairment of long-lived assets whenever events or
changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future
operating results, a significant change in the manner of the use of the asset or a significant negative industry or economic trend.



Liquor License



Transferable liquor licenses, included in other long-term assets, which have a market value are carried at the lower of cost or market and are not
amortized.



11



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Gift Certificates



The Company sells gift certificates and recognizes deferred revenue, included in other accrued liabilities, for gift
certificates outstanding until the gift certificates are redeemed.



Self-Insurance



The Companys business is
primarily self-insured for workers compensation, automobile and general liability costs. The Company records its self-insurance liability, determined actuarially, based on claims filed and an estimate of claims incurred but not yet reported.
The Companys workers compensation liabilities are from claims occurring in various states. The Companys workers compensation future funding estimates anticipate no change in the benefit structure.



Income Taxes



The Company utilizes the liability method of accounting for income taxes as
set forth in SFAS No. 109, Accounting for Income Taxes. Under the liability method, deferred taxes are determined based on the difference between the financial statement and the tax basis of assets and liabilities using enacted tax rates
in effect in the years in which the differences are expected to reverse. Recognition of deferred tax assets is limited to amounts considered by management to be more likely than not of realization in future periods.



Restaurant and Franchise Revenues



Revenues from the operation of company-owned restaurants are recognized when
sales occur. All fees from franchised operations are included in revenue as earned. Royalty fees are based on franchised restaurants revenues and are recorded by the Company in the period the related franchised restaurants revenues are
earned.



Advertising Costs



The Company expenses advertising costs as incurred. Advertising expenses for
2003, 2002 and 2001 totaled $3,193, $ 2,670 and $2,433, respectively.



Operating Leases



The Company accounts for
operating leases on a straight-line basis in accordance with SFAS No. 13, Accounting for Operating Leases. The Company leases restaurant and office facilities that have terms expiring between 2004 and 2024. The restaurant facilities
primarily have renewal clauses of ten to 20 years exercisable at the option of the Company with rent escalation clauses stipulating specific rent increases, some of which are based on the consumer price index. Certain of these leases require the
payment of contingent rentals based on a percentage of gross revenues, as defined.



Pre-opening Costs



The
Company follows Statement of Position (SOP) 98-5, Reporting on the Costs of Start-up Activities, which was issued by the Accounting Standards Executive Committee and provides guidance on the financial reporting of the start-up costs and
organization costs. The SOP requires costs of start-up activities and organization costs to be expensed as incurred.



12



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Earnings Per Share



The Company calculates net income per share in accordance with SFAS No. 128, Earnings Per Share. Basic Earnings
Per Share (EPS) is computed by dividing net income or loss attributable to common shareholders by the weighted average of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other
contracts to issue common stock (convertible preferred stock, warrants to purchase common stock and common stock options using the treasury stock method) were exercised or converted into common stock. Potential common shares in the diluted EPS
computation are excluded where their effect would be antidilutive.



Stock-based Compensation



In December 2002,
the Financial Accounting Standards Board issued SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition to SFAS No. 123s fair value method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure provisions of SFAS No. 123 and APB No. 28, Interim Financial
Reporting to require disclosure in the summary of significant accounting policies of the effects of an entitys accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual
and interim financial statements. While SFAS No. 148 does not amend SFAS No. 123 to require companies to account for employee stock options using the fair value method, the disclosure provisions of SFAS No. 148 are applicable to all companies with
stock-based employee compensation, regardless of whether they account for that compensation using the fair value method of SFAS No. 123 or the intrinsic value method of APB Opinion No. 25. As allowed by SFAS No. 123, the Company has elected to
continue to utilize the accounting method prescribed by APB Opinion No. 25 and have adopted the disclosure requirements of SFAS No. 148.



Fair Value of Financial Instruments



The fair values of the Companys cash and cash equivalents, trade accounts receivable, accounts payable and all other current liabilities approximate
their carrying values because of the short maturities of these instruments.



Concentrations of Credit Risk



Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, which may exceed federally insured limits, cash equivalents, which are primarily commercial paper and marketable
securities, which are treasury bills, federal agency securities and auction rate securities. The Company places its cash, cash equivalents and marketable securities with high quality financial institutions.



The Company maintains a food distribution contract with its sole national
master distributor, Meadowbrook Meat Company, Inc. that potentially subjects the Company to a concentration of business risk. This contract is up for renewal in June 2004. Management of the Company believes it will be able to negotiate a similarly
priced contract with either its current sole master distributor or another distributor.



13



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Recent Accounting Pronouncements



The Financial Accounting Standards Board (FASB) recently issued
several Statements of Financial Accounting Standards (SFAS). The statements relevant to the Companys line of business and the impact on us are as follows:



In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities, which is effective for the
quarter ending December 31, 2003 for variable interest entities (VIEs) created before February 1, 2003. FIN 46 establishes criteria to identify VIEs and the primary beneficiary of such entities. Entities that qualify as VIEs must be
consolidated by their primary beneficiary. All other holders of interests in a VIE must disclose the nature, purpose, size and activity of the VIE as well as their maximum exposure to losses as a result of involvement with the VIE. The company
adopted FIN 46 in the third quarter of 2003. The Company currently has no VIEs and therefore the adoption did not have an effect on the Companys consolidated financial position, results of operations or cash flows.



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity. This Statement requires that certain instruments that were previously classified as equity on a companys statement of financial position now be classified as
liabilities. The Statement is effective for financial instruments entered into or modified after May 31, 2003, and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003.
The Company currently has no instruments impacted by the adoption of this statement and therefore the adoption did not have an effect on the Companys consolidated financial position, results of operations or cash flows.



In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities, which is generally effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. SFAS No. 149 clarifies under what
circumstances a contract with an initial net investment meets the characteristic of a derivative as discussed in SFAS No. 133, clarifies when a derivative contains a financing component, amends the definition of underlying to conform it
to the language used in FASB Interpretation No. 45, Guarantor Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others and amends certain other existing pronouncements. The Company
currently has no derivative instruments therefore the adoption did not have an effect on the Companys consolidated financial position, results of operations or cash flows.



In November 21, 2002, the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 02-16, Accounting by a
Customer (Including a Reseller) for Certain Consideration Received from a Vendor, which requires that cash consideration received by a customer from a vendor is presumed to be a reduction of the prices of the vendors products or services
and should, therefore, be characterized as a reduction of cost of sales when recognized in the customers income statement. These rules are applied to new arrangements, including modifications of existing arrangements, entered into after
December 31, 2002. The adoption did not have a material effect on the Companys consolidated financial position, results of operations or cash flows.



14



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



3.    Property and Equipment



Property and equipment consist of the following:



|                                               |  |      |         |      |   |        
|---------------------------------------------- |  | ---- | ------- | ---- | - | -------
|                                               |  | 2003 |         | 2002
|Land                                           |  | $    | 5,786   |      | $ | 5,786  
|Buildings                                      |  |      | 9,990   |      |   | 9,506  
|Furniture, fixtures and equipment              |  |      | 97,450  |      |   | 80,095 
|Leasehold improvements                         |  |      | 135,733 |      |   | 116,274
|Construction-in-progress                       |  |      | 4,054   |      |   | 4,897  
|                                               |  |      |         |      |   |        
|                                               |  |      | 253,013 |      |   | 216,558
|Less accumulated depreciation and amortization |  |      | 122,481 |      |   | 90,202 
|                                               |  |      |         |      |   |        
|                                               |  | $    | 130,532 |      | $ | 126,356
|                                               |  |      |         |      |   |        



On an annual basis the
Company reviews the carrying value of long-lived assets in accordance with SFAS No. 144, Accounting for Impairment and Disposal of Long-Lived Assets, on a restaurant-by-restaurant basis. In accordance with SFAS No. 144, the Company
recognizes the impairment of certain property and equipment by reducing the carrying value of the assets to the estimated fair value based on discounted cash flows of each under-performing restaurant. The Company increased accumulated depreciation
and amortization and recorded a loss on impairment of property and equipment of $14,725 and $2,380 in 2003 and 2002, respectively.



4.    Long-term Debt



On December 15, 2000, the Company replaced its prior credit agreement with a $20.0 million revolving line of credit with Bank of America, N.A., of which
zero is outstanding as of December 28, 2003. The credit line bears interest at either the bank base rate minus 0.75% or LIBOR plus 1.0% and expires on June 30, 2004. The terms of the credit line include financial covenants, which the Company was in
compliance with as of December 28, 2003.



The credit agreement
provides for the issuance of letters of credit, which reduce the availability under the revolving line. Letters of credit outstanding in connection with various insurance programs totaled $3,514 and $1,570 at December 28, 2003 and December 29, 2002,
respectively.



5.    Income Taxes



The details of the provision for income taxes are as follows:



|          |  |      |        |   |      |   |        |      |  |   |        |  
|--------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|          |  | 2003 |        |   | 2002 |   |        | 2001 | 
|Current:  |  |      |        |   |      |   |        |      |  |   |        |  
|Federal   |  | $    | (4,484 | ) |      | $ | (2,747 | )    |  | $ | (6,280 | )
|State     |  |      | (1,001 | ) |      |   | (1,350 | )    |  |   | (1,122 | )
|          |  |      |        |   |      |   |        |      |  |   |        |  
|          |  |      | (5,485 | ) |      |   | (4,097 | )    |  |   | (7,402 | )
|Deferred: |  |      |        |   |      |   |        |      |  |   |        |  
|Federal   |  |      | 3,569  |   |      |   | (3,612 | )    |  |   | 264    |  
|State     |  |      | 505    |   |      |   | (225   | )    |  |   | 24     |  
|          |  |      |        |   |      |   |        |      |  |   |        |  
|          |  |      | 4,074  |   |      |   | (3,837 | )    |  |   | 288    |  
|          |  |      |        |   |      |   |        |      |  |   |        |  
|          |  | $    | (1,411 | ) |      | $ | (7,934 | )    |  | $ | (7,114 | )
|          |  |      |        |   |      |   |        |      |  |   |        |  



15



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The income tax provision differs from the federal statutory rate because of the effect of the
following items for the fiscal years 2003, 2002 and 2001:



|                                           |  |       |    |  |       |    |  |       |   
|------------------------------------------ |  | ----- | -- |  | ----- | -- |  | ----- | --
|                                           |  | 2003  |    |  | 2002  |    |  | 2001  |   
|Statutory rate                             |  | (35.0 | )% |  | (35.0 | )% |  | (35.0 | )%
|State income taxes, net of federal benefit |  | (3.5  | )  |  | (4.0  | )  |  | (3.6  | ) 
|General business and tip tax credit        |  | 30.0  |    |  | 8.0   |    |  | 8.4   |   
|Other                                      |  | (6.6  | )  |  | (3.1  | )  |  | (4.8  | ) 
|Valuation allowance                        |  |      |    |  |      |    |  |      |   
|                                           |  |       |    |  |       |    |  |       |   
|                                           |  | (15.1 | )% |  | (34.1 | )% |  | (35.0 | )%
|                                           |  |       |    |  |       |    |  |       |   



Deferred income taxes
reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Companys net deferred tax
asset at December 28, 2003 and December 29, 2002 consist of the following:



|                                                |  |      |        |   |      |   |        |  
|----------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                |  | 2003 |        |   | 2002 |  
|Deferred tax assets:                            |  |      |        |   |      |   |        |  
|Asset impairment reserves                       |  | $    | 9,730  |   |      | $ | 4,055  |  
|Insurance reserves                              |  |      | 613    |   |      |   | 352    |  
|Vacation reserves                               |  |      | 857    |   |      |   | 688    |  
|Other accruals                                  |  |      | 1,533  |   |      |   | 806    |  
|Tax credits                                     |  |      | 749    |   |      |   | 381    |  
|Accrued rent                                    |  |      | 335    |   |      |   | 359    |  
|Book depreciation (under)/over tax depreciation |  |      | (7,248 | ) |      |   | (4,793 | )
|Partnership basis                               |  |      | (91    | ) |      |   | 556    |  
|                                                |  |      |        |   |      |   |        |  
|Net deferred tax asset                          |  | $    | 6,478  |   |      | $ | 2,404  |  
|                                                |  |      |        |   |      |   |        |  



6.    Shareholders Equity



On January 14, 2003 and July 15, 2003 employees purchased 29,576 and 29,401 shares respectively, of common stock from the Company under the Companys employee stock purchase plan. The net proceeds to the Company were $578 and $542,
respectively.



On January 15, 2002 and July 17, 2002, employees
purchased 67,537 and 61,066 shares of common stock from the Company under the Companys employee stock purchase plan. The net proceeds to the Company were $890 and $812, respectively.



7.    Common Stock Option Plans



In 1998, the Company adopted the 1998 Stock Based Incentive Compensation
Plan (1998 Plan). The 1998 Plan allows for the Company to reward, retain and attract valued employees, directors and independent contractors. In fiscal 2001, the Company increased the amount of shares reserved under the 1998 Plan for
future awards from 2,500,000 shares to 3,500,000 shares. In fiscal 2003, the Company increased the amount of shares reserved under the 1998 Plan for future awards from 3,500,000 shares to 4,000,000 shares. Options under the 1998 Plan may be either
nonqualified options or incentive stock options. Nonqualified options may be granted at prices determined by the Companys Board of Directors. Incentive stock options may be granted at not less than



16



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



100% of fair value on the date of grant for employees owning 10% or less of the Companys stock and at not less than 110% for employees owning more than
10% of the Companys stock. The Companys Board of Directors determines the terms governing the exercise of options and direct stock bonuses.



Shares subject to option under the Plans were as follows:



|                                 |  |           |   |  |                              |      
|-------------------------------- |  | --------- | - |  | ---------------------------- | -----
|                                 |  | Shares    |   |  | WeightedAverageExercisePrice
|Outstanding at December 31, 2000 |  | 1,046,622 |   |  | $                            | 10.05
|Granted                          |  | 606,000   |   |  |                              | 21.46
|Exercised                        |  | (206,871  | ) |  |                              | 6.37 
|Canceled                         |  | (200,262  | ) |  |                              | 14.86
|                                 |  |           |   |  |                              |      
|Outstanding at December 30, 2001 |  | 1,245,489 |   |  |                              | 10.05
|Granted                          |  | 583,000   |   |  |                              | 20.64
|Exercised                        |  | (189,493  | ) |  |                              | 10.68
|Canceled                         |  | (22,231   | ) |  |                              | 19.68
|                                 |  |           |   |  |                              |      
|Outstanding at December 29, 2002 |  | 1,616,765 |   |  |                              | 17.81
|Granted                          |  | 746,350   |   |  |                              | 20.93
|Exercised                        |  | (144,748  | ) |  |                              | 10.00
|Canceled                         |  | (130,631  | ) |  |                              | 20.82
|                                 |  |           |   |  |                              |      
|Outstanding at December 28, 2003 |  | 2,087,736 |   |  | $                            | 19.28
|                                 |  |           |   |  |                              |      



The following table
summarizes information regarding options outstanding and options exercisable at December 28, 2003:



|                         |  |                 |  |                                         |  |                              |       |                                        |         |                              |   |      
|------------------------ |  | --------------- |  | --------------------------------------- |  | ---------------------------- | ----- | -------------------------------------- | ------- | ---------------------------- | - | -----
|Range of Exercise Prices |  | Number ofShares |  | WeightedAverageRemainingContractualLife |  | WeightedAverageExercisePrice |       | NumberExercisableas ofDecember 28,2003 |         | WeightedAverageExercisePrice
|$  2.50  6.54           |  | 34,371          |  | 4.65                                    |  | $                            | 2.51  |                                        | 34,371  |                              | $ | 2.51 
|8.70  9.26              |  | 72,007          |  | 5.87                                    |  |                              | 8.75  |                                        | 69,507  |                              |   | 8.74 
|15.0019.96              |  | 1,198,589       |  | 6.89                                    |  |                              | 17.95 |                                        | 465,230 |                              |   | 17.01
|20.5223.51              |  | 782,769         |  | 7.98                                    |  |                              | 22.28 |                                        | 273,287 |                              |   | 22.16
|                         |  |                 |  |                                         |  |                              |       |                                        |         |                              |   |      
|                         |  | 2,087,736       |  | 7.25                                    |  | $                            | 19.28 |                                        | 842,395 |                              | $ | 17.41
|                         |  |                 |  |                                         |  |                              |       |                                        |         |                              |   |      



Options available for
future grant totaled 541,559 and 657,278 shares at December 28, 2003 and December 29, 2002, respectively.



On August 2, 2000 in connection with the Companys initial public offering, options to purchase 110,696 shares of common stock were exercised. These
options required the Company to reimburse 20% of the taxable gain incurred upon exercise to the employee. As a result, the Company incurred a variable plan accounting charge of $1,949 in accordance with APB No. 25, Accounting for Stock Issued
to Employees representing the difference between the fair value of the stock at the time of exercise and the option strike price plus the 20% tax reimbursement.



17



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Company has adopted the disclosure only provisions of SFAS No. 123 and will continue
to use the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, no compensation expense has been recognized for its stock option
plans. Had compensation expense for stock option plans been determined based on the fair value at the grant date for awards in fiscal 2003, 2002 and 2001 consistent with the provisions of SFAS No. 123, the Companys after-tax net income and
after-tax net income per share would have been reduced to the pro forma amounts indicated below (in thousands, except net income per share):



|                                                                                                                               |  |      |        |      |   |        |  |   |       
|------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                                                                                                                               |  | 2003 |        | 2002 |   | 2001  
|Net income as reported                                                                                                         |  | $    | 7,956  |      | $ | 15,330 |  | $ | 13,211
|Deduct:                                                                                                                        |  |      |        |      |   |        |  |   |       
|Total stock-based employee compensation expense determined under fair value methods for all awards, net of related tax effects |  |      | 3,426  |      |   | 2,166  |  |   | 1,245 
|                                                                                                                               |  |      |        |      |   |        |  |   |       
|Pro forma net income                                                                                                           |  | $    | 4,530  |      | $ | 13,164 |  | $ | 11,966
|                                                                                                                               |  |      |        |      |   |        |  |   |       
|Net income per share:                                                                                                          |  |      |        |      |   |        |  |   |       
|Basic, as reported                                                                                                             |  | $    | 0.42   |      | $ | 0.82   |  | $ | 0.72  
|Basic, pro forma                                                                                                               |  | $    | 0.24   |      | $ | 0.71   |  | $ | 0.65  
|Diluted, as reported                                                                                                           |  | $    | 0.42   |      | $ | 0.81   |  | $ | 0.71  
|Diluted, pro forma                                                                                                             |  | $    | 0.24   |      | $ | 0.70   |  | $ | 0.64  
|Weighted average shares used in computation:                                                                                   |  |      |        |      |   |        |  |   |       
|Basic                                                                                                                          |  |      | 18,867 |      |   | 18,585 |  |   | 18,308
|Diluted                                                                                                                        |  |      | 19,027 |      |   | 18,871 |  |   | 18,611



The fair value of
these options was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions for the fiscal years ended 2003, 2002 and 2001.



|                          |  |      |   |  |      |   |  |      |  
|------------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                          |  | 2003 |   |  | 2002 |   |  | 2001 |  
|Risk free interest rate   |  | 3.03 | % |  | 2.53 | % |  | 5.00 | %
|Expected lives (in years) |  | 5.00 |   |  | 5.00 |   |  | 5.00 |  
|Dividend yield            |  |     | % |  |     | % |  |     | %
|Expected volatility       |  | 0.31 | % |  | 0.42 | % |  | 0.35 | %



The impact of applying
SFAS No. 123, as amended by SFAS No. 148, in this pro forma disclosure is not necessarily indicative of the effect on income in the future. The Company anticipates making additional stock-based compensation awards in the future.



18



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



8.    Net Income Per Common Share



Reconciliation of basic and diluted net income per common share in
accordance with SFAS No. 128 for the fiscal years ended December 28, 2003, December 29, 2002 and December 30, 2001 is as follows:



|                                                                                         |  |      |        |      |   |        |  |   |       
|---------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                                                                                         |  | 2003 |        | 2002 |   | 2001  
|Numerator for basic and diluted net income per share attributable to common shareholders |  | $    | 7,956  |      | $ | 15,330 |  | $ | 13,211
|                                                                                         |  |      |        |      |   |        |  |   |       
|Denominator (in thousands):                                                              |  |      |        |      |   |        |  |   |       
|Denominator for basic net income per common shareweighted average shares                |  |      | 18,867 |      |   | 18,585 |  |   | 18,308
|Employee stock options                                                                   |  |      | 160    |      |   | 286    |  |   | 303   
|                                                                                         |  |      |        |      |   |        |  |   |       
|Denominator for diluted net income per common shareweighted average shares              |  |      | 19,027 |      |   | 18,871 |  |   | 18,611
|                                                                                         |  |      |        |      |   |        |  |   |       



There were no shares
considered antidilutive for the purposes of this computation.



9.    Commitments and Contingencies



Commitments



The
Company leases certain restaurant facilities and its corporate headquarters under non-cancelable operating leases with terms ranging from five to 20 years. The restaurant leases generally require payment of contingent rents based on a percentage of
sales and require payment of various expenses incidental to the use of property. Rent expense on all operating leases approximated $22,052 for fiscal 2003, $18,257 for fiscal 2002, and $14,888 for fiscal 2001, including contingent rental expense of
$1,827, $1,348 and $1,255 for the fiscal years 2003, 2002 and 2001, respectively. Most leases contain renewal options and may be subject to periodic adjustments for inflation and scheduled escalations.



The aggregate future minimum annual lease payments under non-cancelable
operating leases for the fiscal years succeeding December 28, 2003 are as follows:



|                    |  |   |        
|------------------- |  | - | -------
|Fiscal year ending: |  |   |        
|2004                |  | $ | 21,810 
|2005                |  |   | 22,052 
|2006                |  |   | 21,913 
|2007                |  |   | 21,491 
|2008                |  |   | 19,735 
|Thereafter          |  |   | 81,315 
|                    |  |   |        
|                    |  | $ | 188,316
|                    |  |   |        



Contingencies



Occasionally, the Company is a defendant in litigation
arising in the ordinary course of its business, including claims resulting from slip and fall accidents, employment-related claims and claims from guests or employees alleging illness, injury or other food quality, health or operational
concerns. To date, none of these types of litigation, all of which are covered by insurance, has had a material effect on the Company and, as of the date of this report, the Company is not a party to any material litigation.



19



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



10.    Employee Benefit Plans



In January 1994, the Company established a defined contribution plan for
certain qualified employees as defined. Participants may contribute from 1% to 15% of pretax compensation, subject to certain limitation. The plan provides for certain discretionary contributions by the Company.



The Company has also established an Executive Retirement Savings Plan (the
ERSP). The ERSP is a non-qualified deferred compensation plan for its highly compensated employees as defined in the ERSP and who are otherwise ineligible for participation in the 401(k) plans. The ERSP allows participating employees to
defer up to 100% of the receipt of their base compensation and their eligible bonuses. The plan provides for certain discretionary contributions by the Company. Employee deferrals and Company discretionary matches are deposited into a
rabbi trust established by the Company.



The
Company recorded contribution expenses of $268, $282 and $131 for fiscal 2004, 2003, and 2002, respectively for both the defined contribution plan and ERSP. The contributions are made subsequent to each fiscal year end.



In November 1999, the Company adopted an employee stock purchase plan
(Purchase Plan) under Section 423 of the Internal Revenue Code of 1986 which became effective with the initial public offering in August 2000 and reserved 375,000 shares for issuance thereunder. In 2003, the Company increased the aggregate number of
shares available for sale under the Purchase Plan to 750,000 shares. The Purchase Plan allows eligible employees to purchase common stock at a discount, but only through payroll deductions, during consecutive 24 month offering periods, subject to
automatic reset if favorable to the employees. Each offering period will be divided into four consecutive six-month purchase periods. The price at which the stock is purchased under the Purchase Plan is equal to 85% of the lower of the fair market
value of the common stock on the first day of the offering period and the fair market value of the common stock on the last day of the purchase period.



On January 14, 2003 and July 15, 2003 employees purchased 29,576 and 29,401 shares respectively, of common stock from the Company under the Companys
employee stock purchase plan. The net proceeds to the Company were $578 and $542, respectively.



On January 15, 2002 and July 17, 2002, employees purchased 67,537 and 61,066 shares of common stock from the Company under the Companys employee
stock purchase plan. The net proceeds to the Company were $890 and $812, respectively.



11.    Related Party Transactions



On March 6, 2003 the Company paid $2.0 million for a 25.0% stake in LA Food Show, Inc., an upscale family casual dining restaurant created by the Companys co-founders, Co-Chairmen of the Board of Directors and Co-Chief Executive
Officers, Larry S. Flax and Richard L. Rosenfield. Messrs. Flax and Rosenfield own the remaining 75.0% of equity in LA Food Show, Inc. Under the terms of the agreement the Company reserves the right of first negotiation for the 75.0% of outstanding
equity it does not currently own. The Company has pre-emptive rights in future financings by LA Food Show so long as it maintains an ownership interest of at least 15.0%, and are entitled to one of three seats on the LA Food Show Board of Directors.



The Company has accounted for this investment in accordance
with the equity method of accounting as interpreted by APB Opinion No. 18, The Equity Method of Accounting for Investments In Common Stock. APB Opinion No. 18 requires an investor to record the initial investment at cost and adjust the
carrying value of its investment to recognize the investors share of the earnings or loss after the date of acquisition. At December 28, 2003 the Companys net investment in LA Food Show, Inc., was $1.7 million.



20



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Effective September 29, 2003, the Company entered into an employee leasing arrangement with LA Food
Show under which it provides LA Food Show with all of its restaurant level employees and managers, as well as administrative and support services such as payroll, marketing, human resources, facilities management, accounting, information technology
and training. LA Food Show reimburses us for all of the leased employees wages, benefits and other employee-related costs, as well as all business-related expenses incurred by the leased employees.



A Company director, Rick J. Caruso, also serves as President and is sole
owner of CAH Restaurants of California, LLC. The Company has entered into franchise and development agreements with CAH Restaurants of California, LLC pursuant to which it operated two California Pizza Kitchen restaurants. CAH Restaurants of
California, LLC paid franchise and royalty fees to the Company under these agreements. The Company has recorded an aggregate of $256,000, $260,000 and $204,000 in such fees during the years ended 2003, 2002 and 2001, respectively. On December 29,
2003 the Company acquired the territory rights and assets used to operate two restaurants from CAH Restaurants of California for $2.5 million. These California stores are located in Thousand Oaks and Ventura and are an ASAP and full service
restaurant, respectively. The transaction was executed with $1.3 million cash with the balance of the purchase price paid in common stock.



The Company also made aggregate lease payments to Caruso Affiliated Holdings (CAH), for the 17 weeks to April 25, 2004, for two California store
locations, of $61,000 and $54,000 for Thousand Oaks and Marina Del Rey, respectively. These payments consisted of rent of $46,000 and $30,000, common area maintenance charges of $10,000 and $5,000 and percentage rent of zero and $17,000,
respectively. CAH was the owner of record prior to the Companys purchase of the Thousand Oak store on December 29, 2003 and CAH purchased Marina Waterside shopping center, where the Companys Marina Del Rey store is located, on January
20, 2004.



On August 24, 2001, we loaned a former employee and
officer, Tom Jenneman, $65,000. The loan was supported by a full recourse promissory note and accrued interest at 7.5% per annum. The full recourse promissory note was paid in full, including accrued interest, upon maturation in February 2003.



Neal Rosenfield, a real estate broker for Blatteis Real Estate
and the brother of Richard L. Rosenfield, our Co-Founder, Co-Chief Executive Officer and Co-President, received commissions paid by a third party landlord related to our lease of certain restaurant locations in the amounts of $71,300, $76,165 and
$145,143 in 2003, 2002 and 2001, respectively.



In connection
with the Companys initial public offering in August 2000, its former Chief Executive Officer exercised options to purchase 110,696 shares of common stock. Under the agreement granting these options, the Company was required to pay an amount
equal to 20% of the gain recognized by its former Chief Executive Officer for federal income tax purposes, which was $325,000. In addition, the Company loaned its former Chief Executive Officer $586,000 which is equal to the difference between the
cash payment and the total income tax liability he incurred as a result of this exercise. The full recourse promissory note was paid in full, including accrued interest, upon maturation in August 2002.



21



---

CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



12.    Quarterly Financial Data (Unaudited)



Summarized unaudited quarterly financial data (in thousands, except net
income per share).



|                                    |  |             |        |              |   |                 |  |   |                |   |  |   |       
|----------------------------------- |  | ----------- | ------ | ------------ | - | --------------- |  | - | -------------- | - |  | - | ------
|                                    |  | Mar 30,2003 |        | June 29,2003 |   | Sept 28,2003(a) |  |   | Dec 28,2003(b)
|Quarter Ended:                      |  |             |        |              |   |                 |  |   |                |   |  |   |       
|Total revenues                      |  | $           | 82,857 |              | $ | 87,864          |  | $ | 93,096         |   |  | $ | 96,070
|Operating income (loss)             |  |             | 5,942  |              |   | 6,524           |  |   | (7,153         | ) |  |   | 4,086 
|Net income (loss)                   |  |             | 3,993  |              |   | 4,395           |  |   | (4,846         | ) |  |   | 4,414 
|Diluted net income (loss) per share |  | $           | 0.21   |              | $ | 0.23            |  | $ | (0.26          | ) |  | $ | 0.24  
|                                    |  |             |        |             
|                                    |  | Mar 31,2002 |        | June 30,2002 |   | Sept 29,2002(c) |  |   | Dec 29,2002   
|Quarter Ended:                      |  |             |        |              |   |                 |  |   |                |   |  |   |       
|Total revenues                      |  | $           | 70,216 |              | $ | 75,626          |  | $ | 78,944         |   |  | $ | 81,536
|Operating income                    |  |             | 5,666  |              |   | 6,595           |  |   | 4,445          |   |  |   | 6,190 
|Net income                          |  |             | 3,736  |              |   | 4,344           |  |   | 3,005          |   |  |   | 4,245 
|Diluted net income per share        |  | $           | 0.20   |              | $ | 0.23            |  | $ | 0.16           |   |  | $ | 0.22  

---

|(a) |  | Includes Loss on impairment of property and equipment and restaurant closures charge of $12,979 and Severance charge of $82.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------



|(b) |  | Includes Loss on impairment of property and equipment and restaurant closures charge of $1,766.
|--- |  | -----------------------------------------------------------------------------------------------



|(c) |  | Includes Loss on impairment of property and equipment and restaurant closures charge of $2,380.
|--- |  | -----------------------------------------------------------------------------------------------



22



---

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                       
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                           
|3.1(B)        |  | Amended and Restated Articles of Incorporation, and amendments thereto                                                                                                                                                                
|              | 
|3.2(A)        |  | Amended and Restated Bylaws                                                                                                                                                                                                           
|              | 
|4.1(A)        |  | Specimen Common Stock Certificate                                                                                                                                                                                                     
|              | 
|4.2(A)        |  | Registration Rights Agreement dated September 30, 1997                                                                                                                                                                                
|              | 
|10.1(A)       |  | Memorandum of Understanding Regarding Form of Agreement between Host Marriott Services and California Pizza Kitchen, Inc. dated May 12, 1998                                                                                          
|              | 
|10.2(A)       |  | Third Amended and Restated Employment Agreement of Richard L. Rosenfield dated July 6, 2000                                                                                                                                           
|              | 
|10.3(A)       |  | Third Amended and Restated Employment Agreement of Larry S. Flax dated July 6, 2000                                                                                                                                                   
|              | 
|10.4(A)       |  | Severance Agreement between Frederick R. Hipp and California Pizza Kitchen, Inc. dated March 31, 1998                                                                                                                                 
|              | 
|10.5(A)       |  | Severance Agreement between Tom N. Jenneman and California Pizza Kitchen, Inc. dated November [sic], 1999                                                                                                                             
|              | 
|10.6(A)       |  | California Pizza Kitchen, Inc. Employee Stock Purchase Plan adopted on November 2, 1999, as amended on June 23, 2000                                                                                                                  
|              | 
|10.7(A)       |  | California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan adopted February 5, 1998, as amended on July 21, 1998 and November 2, 1999 and forms of stock option agreement
thereunder                                 
|              | 
|10.8(A)       |  | California Pizza Kitchen, Inc. Non-Qualified Stock Option Agreements between California Pizza Kitchen, Inc. and Frederick R. Hipp dated March 31, 1998                                                                                
|              | 
|10.9(B)       |  | Credit Agreement by and between California Pizza Kitchen, Inc. and Bank of America, N.A., dated December 15, 2000                                                                                                                     
|              | 
|10.10(B)      |  | Master Subsidiary Guaranty issued from Bank of America, N.A. by CPK Management Company and California Pizza Kitchen of Illinois, Inc. dated December 15, 2000                                                                         
|              | 
|10.11(C)      |  | Third and Fourth Amendments to California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan dated as of July 28, 2000 and May 1, 2001                                                                                  
|              | 
|10.12(D)      |  | Shareholders Agreement among LA Food Show, Inc., Richard L. Rosenfield and Larry S. Flax, as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002 and California Pizza
Kitchen, Inc., dated March 6, 2003                
|              | 
|10.13(D)      |  | Subscription Agreement among Richard L. Rosenfield, Larry S. Flax, as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002 and California Pizza Kitchen, Inc., dated March 6,
2003                                        
|              | 
|10.14(D)      |  | Certificate Of Determination of the Series A 8% Convertible Preferred Stock of LA Food Show, Inc. filed with the California Secretary of State on March 4, 2003                                                                       
|              | 
|10.15(D)      |  | Amendment No. 1 to Shareholders Agreement among LA Food Show, Inc., Richard L. Rosenfield, Larry S. Flax as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002 and
California Pizza Kitchen, Inc., dated March 11, 2003
|              | 
|10.16(E)      |  | Agreement for Purchase and Sale of Assets between CAH Restaurants of California, LLC and California Pizza Kitchen, Inc. dated as of December 29, 2003, and exhibits thereto.                                                          
|              | 
|23            |  | Consent of Ernst & Young LLP                                                                                                                                                                                                          
|              | 
|31.1          |  | Certification of Principal Executive Officers pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                                    



23



---

|              |  |                                                                                                                                                                                  
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                      
|              | 
|31.2          |  | Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|              | 
|32.1          |  | Certification of Principal Executive Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                           
|              | 
|32.2          |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            

---

|(A) |  | Incorporated by reference to the registrants Registration Statement on Form S-1 (Registration 333-37778).
|--- |  | ----------------------------------------------------------------------------------------------------------



|(B) |  | Incorporated by reference to the registrants Registration Statement on Form S-1 (Registration 333-53088).
|--- |  | ----------------------------------------------------------------------------------------------------------



|(C) |  | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed April 1, 2001.
|--- |  | ------------------------------------------------------------------------------------------------



|(D) |  | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 14, 2003.
|--- |  | ----------------------------------------------------------------------------------------------



|(E) |  | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 12, 2004.
|--- |  | ----------------------------------------------------------------------------------------------



24



---

SIGNATURES



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



|                    |  |  |  |                                |  |     |  |                                                                                                                                              
|------------------- |  |  |  | ------------------------------ |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Dated: May 13, 2004 |  |  |  | California Pizza Kitchen, Inc.
|                    |  |  |  |                               
|                    |  |  |  |                                |  | By: |  | /s/    LARRY S.
FLAX                                                                                                                         
|                    |  |  |  |                                |  |     |  | Larry S. Flax Co-Chairman of the Board, Co-Chief Executive Officer, Co-President and Director                                                
|                    |  |  |  |                               
|                    |  |  |  |                                |  | By: |  | /s/    RICHARD L.
ROSENFIELD                                                                                                                 
|                    |  |  |  |                                |  |     |  | Richard L. Rosenfield Co-Chairman of the Board, Co-Chief Executive Officer, Co-President and Director                                        
|                    |  |  |  |                               
|                    |  |  |  |                                |  | By: |  | /s/    SUSAN M.
COLLYNS                                                                                                                      
|                    |  |  |  |                                |  |     |  | Susan M. Collyns Chief Financial Officer, Chief Accounting Officer and Vice President of Finance (Principal Financial and Accounting Officer)



Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                  |  |                                                                                                               |  |             
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | ------------
|Signature                                         |  | Title                                                                                                         |  | Date        
|                                                  |  |                                                                                                              
|/s/    LARRY S.
FLAXLarry S. Flax                 |  | Co-Chairman of the Board, Co-Chief Executive Officer, Co-President and Director (Principal Executive Officer) |  | May 13, 2004
|                                                  |  |                                                                                                              
|/s/    RICHARD L.
ROSENFIELDRichard L.
Rosenfield |  | Co-Chairman of the Board, Co-Chief Executive Officer, Co-President and Director (Principal Executive Officer) |  | May 13, 2004
|                                                  |  |                                                                                                              
|/s/    SUSAN M.
COLLYNSSusan M. Collyns           |  | Chief Accounting Officer and Vice President of Finance (Principal Financial and Accounting Officer)           |  | May 13, 2004
|                                                  |  |                                                                                                              
|/s/    WILLIAM C.
BAKERWilliam C. Baker           |  | Director                                                                                                      |  | May 13, 2004
|                                                  |  |                                                                                                              
|/s/    RICK J.
CARUSORick J. Caruso               |  | Director                                                                                                      |  | May 13, 2004
|                                                  |  |                                                                                                              
|/s/    HENRY
GLUCKHenry Gluck                     |  | Director                                                                                                      |  | May 13, 2004
|                                                  |  |                                                                                                              
|/s/    CHARLES G.
PHILLIPSCharles G.
Phillips     |  | Director                                                                                                      |  | May 13, 2004



25



---

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                       
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                           
|              | 
|3.1(B)        |  | Amended and Restated Articles of Incorporation, and amendments thereto                                                                                                                                                                
|              | 
|3.2(A)        |  | Amended and Restated Bylaws                                                                                                                                                                                                           
|              | 
|4.1(A)        |  | Specimen Common Stock Certificate                                                                                                                                                                                                     
|              | 
|4.2(A)        |  | Registration Rights Agreement dated September 30, 1997                                                                                                                                                                                
|              | 
|10.1(A)       |  | Memorandum of Understanding Regarding Form of Agreement between Host Marriott Services and California Pizza Kitchen, Inc. dated May 12, 1998                                                                                          
|              | 
|10.2(A)       |  | Third Amended and Restated Employment Agreement of Richard L. Rosenfield dated July 6, 2000                                                                                                                                           
|              | 
|10.3(A)       |  | Third Amended and Restated Employment Agreement of Larry S. Flax dated July 6, 2000                                                                                                                                                   
|              | 
|10.4(A)       |  | Severance Agreement between Frederick R. Hipp and California Pizza Kitchen, Inc. dated March 31, 1998                                                                                                                                 
|              | 
|10.5(A)       |  | Severance Agreement between Tom N. Jenneman and California Pizza Kitchen, Inc. dated November 1999                                                                                                                                    
|              | 
|10.6(A)       |  | California Pizza Kitchen, Inc. Employee Stock Purchase Plan adopted on November 2, 1999, as amended on June 23, 2000                                                                                                                  
|              | 
|10.7(A)       |  | California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan adopted February 5, 1998, as amended on July 21, 1998 and November 2, 1999 and forms of stock option agreement
thereunder                                 
|              | 
|10.8(A)       |  | California Pizza Kitchen, Inc. Non-Qualified Stock Option Agreements between California Pizza Kitchen, Inc. and Frederick R. Hipp dated March 31, 1998                                                                                
|              | 
|10.9(B)       |  | Credit Agreement by and between California Pizza Kitchen, Inc. and Bank of America, N.A., dated December 15, 2000                                                                                                                     
|              | 
|10.10(B)      |  | Master Subsidiary Guaranty issued from Bank of America, N.A. by CPK Management Company and California Pizza Kitchen of Illinois, Inc. dated December 15, 2000                                                                         
|              | 
|10.11(C)      |  | Third and Fourth Amendments to California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan dated as of July 28, 2000 and May 1, 2001                                                                                  
|              | 
|10.12(D)      |  | Shareholders Agreement among LA Food Show, Inc., Richard L. Rosenfield and Larry S. Flax, as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002 and California Pizza
Kitchen, Inc., dated March 6, 2003                
|              | 
|10.13(D)      |  | Subscription Agreement among Richard L. Rosenfield, Larry S. Flax, as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002 and California Pizza Kitchen, Inc., dated March 6,
2003                                        
|              | 
|10.14(D)      |  | Certificate Of Determination of the Series A 8% Convertible Preferred Stock of LA Food Show, Inc. filed with the California Secretary of State on March 4, 2003                                                                       
|              | 
|10.15(D)      |  | Amendment No. 1 to Shareholders Agreement among LA Food Show, Inc., Richard L. Rosenfield, Larry S. Flax as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002 and
California Pizza Kitchen, Inc., dated March 11, 2003
|              | 
|10.16(E)      |  | Agreement for Purchase and Sale of Assets between CAH Restaurants of California, LLC and California Pizza Kitchen, Inc. dated as of December 29, 2003, and exhibits thereto.                                                          
|              | 
|23            |  | Consent of Ernst & Young LLP                                                                                                                                                                                                          
|              | 
|31.1          |  | Certification of Principal Executive Officers pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                                    



26



---

|              |  |                                                                                                                                                                                  
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                      
|              | 
|31.2          |  | Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|              | 
|32.1          |  | Certification of Principal Executive Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                           
|              | 
|32.2          |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            

---

|(A) |  | Incorporated by reference to the registrants Registration Statement on Form S-1 (Registration 333-37778).
|--- |  | ----------------------------------------------------------------------------------------------------------



|(B) |  | Incorporated by reference to the registrants Registration Statement on Form S-1 (Registration 333-53088).
|--- |  | ----------------------------------------------------------------------------------------------------------



|(C) |  | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed April 1, 2001.
|--- |  | ------------------------------------------------------------------------------------------------



|(D) |  | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 14, 2003.
|--- |  | ----------------------------------------------------------------------------------------------



|(E) |  | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 12, 2004.
|--- |  | ----------------------------------------------------------------------------------------------



27